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License Agreement - MoneyLine America LLA and Cavion Technologies Inc.

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                             LICENSE AGREEMENT
                             -----------------

     THIS LICENSE AGREEMENT (the "Agreement") is entered into as of this
18th day of August, 1999, by and between MONEYLINE AMERICA, LLC
("MoneyLine"), a California limited liability company with its principal
place of business located at 38350 Fremont Blvd., Suite 200, Fremont, CA
94536, and CAVION TECHNOLOGIES, INC., DOING BUSINESS AS CAVION.COM
("Cavion"), a Colorado corporation with its principal place of business
located at 7475 Dakin Street, Suite 607, Denver, Colorado 80221, sometimes
collectively referred to herein as the "Parties" and individually as a
"Party."

                           W I T N E S S E T H:
                           --------------------

     WHEREAS, Cavion is a provider of Internet related products and
services to the credit union industry and is building and managing a
secure, virtual private communications network, exclusively for the credit
union industry, to act as a service delivery platform for credit unions
and their suppliers  (hereinafter referred to as the "Cavion Network");

     WHEREAS, MoneyLine is a full-service mortgage lender with an interest
in providing mortgage services to the credit unions, and the credit union
members, connected to the Cavion Network; and

     WHEREAS, the Parties desire to enter into this Agreement, whereby,
subject to the terms and conditions contained herein, certain of
MoneyLine's products and services will be licensed to Cavion and the
Parties will cooperate in MoneyLine's offering of mortgage loan services
to members of credit unions affiliated with the Cavion Network.

     NOW THEREFORE, in consideration of the mutual promises of the
Parties, in reliance on the representations, warranties, covenants and
conditions contained in this Agreement, and for other good and valuable
consideration, the Parties agree as follows:

1.   DEFINITIONS

     1.1  As used in this Agreement, the term "Cavion Content" shall mean
          and refer to the information, data and other materials contained
          on the Cavion Network, exclusive of any information, data or
          other materials relating or referring to MoneyLine's products or
          services, or the MoneyLine Mortgages, as defined herein.

     1.2  As used in this Agreement, the term "Click-Throughs" shall mean
          and refer to a User presence at the MoneyLine Web Site which
          originated from any site on the Cavion Network, or which linked
          to the MoneyLine Web Site from a bookmark created during a
          session originating from any site on the Cavion Network.

     1.3  As used in this Agreement, the term "Intellectual Property
          Rights" shall mean and refer to all rights in and to trade
          secrets, patents, copyrights, trademarks, know-how, as well as
          all moral rights, common law rights, and any and all similar
          rights of any type under the laws of any governmental authority,
          domestic or foreign.

     1.4  As used in this Agreement, the term "Internet" shall mean and
          refer to the collection of computer networks commonly known and
          referred to as the Internet and shall include, without
          limitation, the World Wide Web.

     1.5  As used in this Agreement, the term "MoneyLine Content" shall
          mean and refer to all information, data and materials relating
          to the real estate mortgage products offered by MoneyLine, as
          defined in this Agreement, and shall include, without
          limitation, all programs utilized by MoneyLine relative to the
          application for mortgage services, as well as the evaluation and
          processing of the applications.

     1.6  As used in this Agreement, the term "MoneyLine Mortgages" shall
          mean and refer to the variety of real estate mortgage products
          and services to be offered through the Cavion Network by
          MoneyLine and shall include, but not be limited to,
          conventional, Jumbo, Super-Jumbo, government, seconds, home
          improvement, equity, piggy back, and any and all such other home
          loan programs or residential mortgage services as may become
          available to or through MoneyLine from time to time.

     1.7  As used in this Agreement, the term "MoneyLine Symbols" shall
          mean and refer to all of MoneyLine's trademarks, service marks,
          logos, and other distinctive brand features of MoneyLine
          utilized by MoneyLine at any time during the term of this
          Agreement.  A list of the current MoneyLine Symbols, as of the
          date of execution of this Agreement, is attached hereto as
          Exhibit "A" and incorporated herein by this reference.

     1.8  As used in this Agreement, the term "Cavion Symbols" shall mean
          and refer to all of Cavion's trademarks, service marks, logos,
          and other distinctive brand features, including the term "Member
          Emporium" and any variation thereof used or utilized by Cavion,
          of Cavion utilized by Cavion at any time during the term of this
          Agreement.  A list of the current Cavion Symbols, as of the date
          of execution of this Agreement, is attached hereto as Exhibit
          "B" and incorporated herein by this reference.

     1.9  As used in this Agreement, the term "Credit Union Symbols" shall
          mean and refer to all of the trademarks, service marks, logos,
          and other distinctive brand features of the credit unions
          connected to the Cavion Network which agree to utilize or have
          access to the MoneyLine Content at any time during the term of
          this Agreement.

     1.10 As used in this Agreement, the term "MoneyLine Web Site" shall
          mean and refer to MoneyLine's site on the Internet.

     1.11 As used in this Agreement, the term the "Cavion Network" shall
          mean and refer to Cavion's secure, virtual private
          communications network, including its network services such as
          Member Emporium and Internet banking, including any credit union
          member Internet personal start pages or other services to which
          Cavion serves network-based advertising, and including the
          network presence of any and all credit unions hosted by Cavion
          or any credit union facilitating transactions through the Cavion
          private communications network.

     1.12 As used in this Agreement, the term "Advertising Impressions"
          shall mean and refer to each occurrence that a MoneyLine product
          or service is displayed or promoted on the Cavion Network using
          advertising banners or other similar methods deployed on the
          Cavion Network.  An occurrence will be defined based upon
          Cavion's reasonable advertising standards as applied to other
          advertisers on the Cavion Network.

2.   MUTUAL AND RESPECTIVE LICENSES

     2.1  Subject to the terms and conditions of this Agreement, MoneyLine
          hereby grants to Cavion:

          (a)  a non-exclusive, worldwide license to use, reproduce,
               distribute, display and transmit the MoneyLine Content on,
               through or in connection with the Cavion Network and to
               permit Users to utilize, including, but not limited to, the
               ability to download and print, some or all of the MoneyLine
               Content, as Cavion shall determine.

          (b)  a non-exclusive, worldwide license to modify the MoneyLine
               Content, upon the advance, written consent of MoneyLine,
               which consent shall not be unreasonably withheld, for
               purposes of conforming the MoneyLine content to other
               material, data and information on the Cavion Network.

          (c)  a non-exclusive, worldwide, fully paid license to use,
               reproduce and display the MoneyLine Symbols in connection
               with the display, marketing, advertising or promotion of
               the MoneyLine Content on or relating to the Cavion Network.

          (d)  The foregoing terms in this Section 2.1 are subject to the
               restriction that the MoneyLine Symbols may not be used to
               advertise any product or service, other than MoneyLine's
               products and services, without MoneyLine's prior written
               consent, which consent shall not be unreasonably withheld.

     2.2  Subject to the terms and conditions of this Agreement, Cavion
          hereby grants to MoneyLine:

          (a)  a non-exclusive, worldwide, fully paid license to use,
               reproduce and display the Cavion Symbols in connection with
               the display, marketing, advertising or promotion of the
               Cavion Network on MoneyLine's Site or in any of the
               MoneyLine Content.

     2.3  It is fully agreed and understood by and between the Parties
          hereto that no provision of this Agreement prohibits, or in any
          way inhibits, the ability or right of MoneyLine to serve non-
          credit union members who access the MoneyLine Web Site and seek
          to utilize MoneyLine's products or services or to have a
          separate site on the Internet which is not connected, linked or
          related to the Cavion Network for servicing non-credit union
          persons.

3.   EXCLUSIVITY OF RELATIONSHIP

     3.1  On the Cavion Network, MoneyLine shall be the exclusive Cavion
          approved and recommended, on-line mortgage lender for the
          MoneyLine Mortgages, or any same or similar products or
          services.

          (a)  Except as otherwise may be provided for in Section 4.1 of
               this Agreement, MoneyLine's exclusivity, as provided for in
               this Section, shall operate so as to preclude Cavion from
               providing any other individual or entity a direct link from
               the Cavion Network to any site on the Internet
               highlighting, promoting or offering, or otherwise providing
               content relating to, any type of residential real estate
               mortgage, including, but not limited to, those products and
               services which are the same or similar to the MoneyLine
               Mortgages.  Further, Cavion shall not place any advertising
               on the Cavion Network for any residential real estate loan
               or mortgage services other than the MoneyLine Content.

     3.2  MoneyLine shall not license, distribute or integrate any of the
          MoneyLine Content with any competitor of Cavion in the credit
          union vertical market, without the prior, written consent of
          Cavion.

4.   LIMITATIONS ON MONEYLINE EXCLUSIVITY AND CONDUCT

     4.1  Under the terms of this Agreement, and pursuant to the Parties'
          express intent, MoneyLine's exclusivity with Cavion will be
          superseded in the event an individual credit union has entered
          into, whether prior or subsequent to the execution of this
          Agreement, any other mortgage services arrangement.

          (a)  In such event, such a credit union or credit unions may
               elect to feature MoneyLine's services, in addition to any
               other mortgage services provider, but Cavion is under no
               obligation to take any action on behalf of MoneyLine
               respecting an individual credit union's decision whether or
               not to feature MoneyLine's services in addition to the
               services of any other provider of mortgage services with
               whom the credit union has a relationship.  In the event a
               credit union elects not to feature the MoneyLine services,
               the respective obligations of each of the Parties to this
               Agreement shall not be altered but shall remain fully in
               place and enforceable by either Party.  Notwithstanding the
               foregoing, MoneyLine's services may still be offered to the
               credit union as an alternative mortgage loan lending
               source.

     4.2  Cavion, by entering into this Agreement with MoneyLine, will
          endorse and recommend MoneyLine's services to the credit unions
          connected to the Cavion Network, and shall use commercially
          reasonable efforts to promote MoneyLine's services to such
          credit unions.

          (a)  Notwithstanding the foregoing, both Parties to this
               Agreement expressly acknowledge, understand and accept that
               the decision of each credit union connected to the Cavion
               Network to permit MoneyLine to serve its members through
               the Cavion Network will be in the sole discretion of the
               credit union.  Any decision by any credit union not to
               permit MoneyLine to provide mortgage services to its
               members, or to permit any other provider of mortgage
               services  to serve its members through the Cavion Network,
               shall be deemed to be outside the control of either
               MoneyLine or Cavion and shall not operate to the detriment
               of either MoneyLine or Cavion under any term or provision
               of this Agreement, each of which shall remain in full force
               and effect and shall be enforceable by either Party hereto.

          (b)  The Parties acknowledge that certain elements of the Cavion
               Network are identified to a User by the Credit Union
               Symbols of that User's credit union (for example, the
               credit union's home page hosted by Cavion), and certain
               elements of the Cavion Network are identified to a User by
               the Cavion Symbols and also by the Credit Union Symbols of
               that User's credit union (for example, the credit union's
               Internet banking application served by Cavion). All such
               elements of the Cavion Network are referred to herein as
               "portions of the Cavion Network co-branded by a credit
               union".  The credit union's discretion as described in
               Section 4.2(a) applies to all portions of the Cavion
               Network co-branded by a credit union.

     4.3  Upon being connected to the Cavion Network, MoneyLine will not
          offer to the individual members of the credit unions connected
          to the Cavion Network any products or services which compete or
          interfere, or reasonably could compete or interfere, with the
          relationship between a credit union and its individual members,
          including the products and services offered by a credit union to
          its members.

          (a)  In the event one or more of the products or services
               furnished by MoneyLine under the terms of this Agreement
               are in conflict or interfere with one or more products or
               services offered by a credit union to its members, but
               other MoneyLine products or services would not be in
               conflict or interfere with a credit union's products or
               services, MoneyLine, at its sole and unfettered discretion,
               may elect to offer only those not competing or interfering
               products or services, on a credit union by credit union
               basis.

          (b)  Cavion shall notify MoneyLine, in writing, in as prompt a
               manner as is commercially reasonable and practical, of any
               claim that a MoneyLine product or service is in conflict
               with or interferes with any credit union product or
               service. Cavion may turn off any link to the MoneyLine Web
               Site from any portion of the Cavion Network co-branded by
               the complaining credit union(s), until the conflict is
               resolved to the credit union's satisfaction. In response to
               any claimed conflict, MoneyLine may, at its option, (i)
               demonstrate to the credit union(s) that no such conflict or
               interference exists, (ii) modify its offered or advertised
               products or services so as to negate the conflict or
               interference, (iii) remove the conflicting or interfering
               product or service from its offering from the relevant
               credit union site(s), or (iv) take no action.

5.   MONEYLINE PRODUCTS AND SERVICES

     5.1  The residential mortgage products to be offered and the services
          to be performed by MoneyLine pursuant to this Agreement, as part
          of being a full-service, residential mortgage lender, include,
          but are not necessarily limited to, the following:

          (a)  Internet-based pre-approval application process

          (b)  Automated loan status

          (c)  MoneyLine's loan application software will be modified to
               create a "seamless interface" to Cavion's software and
               hardware.

          (d)  Reduced documentation and "no doc" loans

          (e)  In-house funding

          (f)  Flexible underwriting guidelines ("common sense")

          (g)  High and no FICO scores

          (h)  Special pricing for credit union members

          (i)  Loan programs enabling credit union participation

          (j)  Loan programs enabling credit union compensation

          (k)  Regional loan completion services

6.   CAVION'S OBLIGATIONS TO MONEYLINE

     6.1  Subject to the additional terms and conditions of this
          Agreement, Cavion shall be solely responsible for the design,
          layout, posting and maintenance of  the Cavion Content,
          including any pages on the Cavion Network featuring a banner or
          other Advertising Impression advertising the MoneyLine Content.

          (a)  Any page featuring a MoneyLine Advertising Impression shall
               include a hot link (or a text link or other method of
               linking the user directly to the target site, referred to
               hereinafter as a "hot link") which shall be in a prominent
               position, and which shall direct a User directly to the
               MoneyLine Web Site.

     6.2  Cavion shall not make any material changes to the MoneyLine
          Content as it appears on or through the Cavion Network without
          the advance written consent of MoneyLine, which consent shall
          not be unreasonably withheld.

     6.3  At all times during the term of this Agreement, for purposes of
          advertising MoneyLine's products and services on the Cavion
          Network, MoneyLine shall be considered and construed to be a
          "key" vendor, as defined hereinbelow. However, MoneyLine's
          treatment as a "key" vendor with respect to any portion of the
          Cavion Network co-branded by a credit union shall be subject to
          the credit union's discretion as described in Section 4.2(a).

          (a)  For purposes of this Agreement, a "key" vendor shall be a
               featured vendor, whose products or services shall be
               prominently advertised and/or highlighted  on the Cavion
               Network, with no other vendor's advertising or highlighting
               placed in a more prominent position, or with more prominent
               timing, on the Network than that offered to MoneyLine.

               (i)   The foregoing requirement that no other vendor shall
                     have a more prominent position (either as to location
                     or timing) on the Network is based on an "on-going
                     basis" and does not preclude Cavion from more
                     prominently featuring a vendor on a limited or
                     special basis, which in no event shall continue for
                     more than 30 days.

          (b)  Further, for purposes of this Agreement, Cavion shall make
               commercially reasonable efforts to provide the positioning
               and timing of a "key" vendor's advertising on the Cavion
               Network in the manner most appropriate in light of the
               vendor and its products and services.

     6.4  In light of MoneyLine's position as a "key" vendor, subject to
          the credit union's discretion with respect to any portion of the
          Cavion Network co-branded by a credit union, Cavion shall
          highlight and advertise MoneyLine as follows:

          (a)  Each credit union connected to Cavion's Network shall have
               a link on its home page with a title substantially similar
               to "Mortgage Services" which provides a direct or "hot"
               link to the MoneyLine Web Site.

          (b)  MoneyLine, either directly or through an advertisement for
               mortgage services with a hot link to the MoneyLine Web
               Site, shall be featured and advertised on the bill paying
               and Internet banking start pages of each credit union
               member connected to the Cavion Network.

     6.5  Subject to the credit union's discretion with respect to any
          portion of the Cavion Network co-branded by a credit union,
          Cavion will provide a direct or "hot" link to the MoneyLine Web
          Site from any generalized advertisement or description in the
          Cavion Member Emporium or elsewhere on the Cavion Network for
          mortgage loans.

     6.6  Each month, Cavion shall provide Advertising Impressions as
          described in the following sentence, providing a link to either
          the Cavion Network's real estate mortgage site, with a
          subsequent direct link to the MoneyLine Web Site, or a direct,
          hot link to the MoneyLine Web Site. Subject to subsection (b)
          below, Cavion shall provide 200,000 Advertising Impressions per
          month during Year Two of this Agreement, 500,000 Advertising
          Impressions per month during Year Three, and 1,000,000
          Advertising Impressions per month during Years Four and after.
          MoneyLine shall provide all content for the Advertising
          Impressions, subject to approval by Cavion prior to
          implementation, which approval shall not be unreasonably
          withheld.

          (a)  In the event Cavion fails to provide the number of
               Advertising Impressions provided for in this Section 6.6,
               Cavion will "make good" the shortfall the following month.
               In the event there is a shortfall for more than three (3)
               consecutive months, Cavion shall be deemed to be in
               material breach of this Agreement.  If there is a shortfall
               at the conclusion of the term of this Agreement, Cavion
               will extend its obligations under this Section 6.6 beyond
               the term of the Agreement until Cavion's Advertising
               Impression obligations are satisfied in full.

          (b)  It specifically is agreed to by and between the Parties to
               this Agreement that the provisions of this Section 6.6
               shall not apply until the Cavion Network is fully
               implemented, as shall subsequently be understood and agreed
               to by and between the Parties in their reasonable, good
               faith business judgment.  However and notwithstanding the
               foregoing, the provisions of this Section 6.6 shall apply
               no earlier than one (1) year from the date of execution of
               this Agreement. The Parties further acknowledge that
               Cavion's obligations under this Section 6.6 are conditional
               upon MoneyLine's substantial compliance with those
               obligations under Section 7 that would reasonably be
               expected to affect the competitive appeal of MoneyLine's
               services to credit unions affiliated with the Cavion
               Network.

     6.7  Prior to the execution of this Agreement, Cavion shall provide a
          complete set of technical specifications as needed for MoneyLine
          to complete the on-line mortgage loan application and approval
          system described in Section 7.1.  A true and correct copy of
          said specifications is attached hereto as Exhibit "C" and
          incorporated herein by this reference.  Cavion's technical
          specifications are subject to change, within commercially
          reasonable limits and dictated by good faith business
          relationships, at  Cavion's discretion, upon thirty (30) days
          written, advance notice.

     6.8  Cavion shall implement an interface with the MoneyLine automatic
          lending program described in Section 7.1 which is in sound and
          operable condition and sufficient to permit MoneyLine to
          commence the operations, including the provision of products and
          services, under the terms of this Agreement, within 90 days of
          the date of execution of this Agreement.  Any failure of Cavion
          to comply with the foregoing time requirements, without the
          written consent of MoneyLine, which consent shall not be
          unreasonably withheld, shall constitute a material breach of
          this Agreement.

     6.9  Throughout the term of this Agreement, MoneyLine's position on
          the Cavion Network, as detailed in this Section, shall not be
          altered, changed or modified in a material adverse manner as a
          result of any upgrades or modifications to the Cavion Network by
          Cavion, or any other party, without MoneyLine's prior written
          consent, which consent shall not be unreasonably withheld.

     6.10 Subject to the credit union's discretion with respect to any
          portion of the Cavion Network co-branded by a credit union,
          Cavion shall provide MoneyLine with reasonable assistance in
          MoneyLine's efforts to advertise and otherwise solicit for its
          products and services, by, without limitation, such methods as
          flyers, mail inserts or lobby displays, through the credit
          unions connected to the Cavion Network.

     6.11 Cavion's sales people shall be trained by MoneyLine, as provided
          for in Section 7.13, however, Cavion shall take all reasonably
          necessary steps to ensure that its salespeople are appropriately
          familiar with and knowledgeable of both MoneyLine, and its
          products and services, and the residential, real estate mortgage
          business.

7.   MONEYLINE'S OBLIGATIONS TO CAVION

     7.1  As soon as practicable upon execution of this Agreement, but in
          no event later than thirty (30) days from said date, MoneyLine
          shall develop and implement an automatic lending format and
          program and shall develop an Internet page or pages relative to
          its mortgage services, each of which must conform to Cavion's
          specifications, as referenced and described in Section 6.7
          hereinabove, and each of which must be approved by Cavion prior
          to implementation, which approval shall not be unreasonably
          withheld.
          (a)  MoneyLine shall use its commercially reasonable efforts to
               ensure that all pages of the MoneyLine Web Site which are
               linked, directly or indirectly, to the Cavion Network
               comply with the scale, speed and performance equivalent to
               that provided on the Cavion home site.

          (b)  MoneyLine shall operate and maintain the MoneyLine Web Site
               so as to keep the MoneyLine Web Site competitive with
               similar sites on the Internet, based upon performance,
               quality, appearance, and loan terms, and shall, at all
               times during the term of this Agreement, use its
               commercially reasonable efforts to ensure that the
               MoneyLine Web Site is comparable in look and feel and
               otherwise compatible with the Cavion Network.

     7.2  Those customers who proceed directly to the MoneyLine Web Site
          will be provided with a hot link directly to Cavion's Member
          Emporium page.  Similarly, a User proceeding to the MoneyLine
          Web Site through the Cavion Network will be provided with a hot
          link directly back to the Cavion or credit union page from which
          the User linked to the MoneyLine Web Site.  Each page of the
          MoneyLine Web Site will contain a textual hot link, in a form to
          be approved by Cavion, which consent shall not be unreasonably
          withheld, linking a User to the Cavion Network.

     7.3  MoneyLine expressly recognizes that any and all advertising on
          the Cavion Network is both a source of revenue for Cavion and
          vital to its image and relationship with its credit union
          members.  Accordingly, MoneyLine expressly warrants and
          represents that it will not place any advertising or promotion
          of any product or service on the MoneyLine Web Site, or permit
          any other person or entity to do the same, without Cavion's
          advance, written authorization, which authorization shall not be
          unreasonably withheld and which shall be based upon reasonable
          and good faith business justification and necessity.

          (a)  MoneyLine will not place an advertisement on the MoneyLine
               Web Site or place any type of link on the MoneyLine Web
               Site, on any of its pages, relating to or regarding any
               competitor of Cavion or any competitor of a client of
               Cavion.

          (b)  MoneyLine will not place any advertisement on the MoneyLine
               Web Site for  adult, Soldier of Fortune, firearms, sexual,
               hate or other violent or sexually oriented web sites.
               Moreover, MoneyLine will not advertise on the MoneyLine Web
               Site any advertisers blacklisted or censured by the Federal
               Trade Commission, Direct Marketing Association, Advertising
               Association or any other recognized authority for filtering
               Internet content.

          (c)  The provisions of this Section 7.3 specifically and
               expressly apply only to those portions of the MoneyLine Web
               Site which are accessible to credit union members through
               the Cavion Network.

     7.4  MoneyLine covenants and represents that it will associate with
          any financial underwriters, or any other service providers,
          necessary to fulfill its obligations to Cavion under the terms
          and provisions of this Agreement, and that any such association
          shall be at MoneyLine's sole cost.  Further, upon reasonable
          notice from Cavion, in no event to be less than 15 days,
          MoneyLine will provide Cavion with written evidence,
          satisfactory to Cavion, in its reasonable and good faith
          business judgment, of its ability, particularly, but not
          necessarily limited to its financial ability, to fulfill its
          obligations to Cavion under the terms and provisions of this
          Agreement.

     7.5  MoneyLine shall provide and host a secure Web site accessible to
          Cavion which contains the information relating to a User's
          application on or other use of the MoneyLine Web Site described
          in the following section.

     7.6  MoneyLine will provide Cavion and the credit unions connected to
          Cavion's Network with information, in a form to be agreed upon
          between MoneyLine and Cavion, in their good-faith, reasonable
          business judgement, notice and information regarding the number
          and identity of Users, the number of Click-Throughs, and
          detailed tracking of applications, including all information in
          MoneyLine's possession regarding a User's application on or
          other use of the MoneyLine Web Site. Sharing of information
          under this Section shall be subject to any regulatory
          limitations applicable to MoneyLine.

     7.7  MoneyLine will institute such procedures as reasonably are
          necessary to coordinate and transact with the individual credit
          unions connected to the Cavion Network both in terms of
          processing and servicing of residential mortgage loan
          applications through MoneyLine.

     7.8  Within 90 days of the date of execution of this Agreement,
          MoneyLine's Web Site shall provide Users with an on-line, real-
          time method of tracking their application and/or loan with
          MoneyLine, which shall include e-mail and telephone contact
          information for a MoneyLine employee who can provide further
          information.

     7.9  MoneyLine shall use its commercially reasonable best efforts to
          ensure that all transactions between MoneyLine and a User are
          accurate, comprehensive and error free.

     7.10 MoneyLine shall use its best efforts to ensure that all
          information provided to it by Users is maintained, accessed and
          transmitted in a secure environment and shall make all
          reasonable effort to comply with any security requests or
          concerns of Cavion.

     7.11 The MoneyLine Content and any updates shall be transmitted to
          Cavion in the manner and form specified by Cavion, as set forth
          in Exhibit "D" hereto, which is incorporated herein by this
          reference.

     7.12 MoneyLine will implement a privacy policy in accordance with any
          federal or other  government or agency requirement in effect
          from time to time and, in any event and notwithstanding any
          other regulation, MoneyLine will comply with any reasonable
          privacy policy implemented by Cavion, provided that Cavion gives
          MoneyLine thirty (30) days written notice of any such privacy
          policy, or any change thereto.

     7.13 Subject to the terms of Section 6.11 hereinabove, MoneyLine will
          train Cavion's salespeople with respect to the MoneyLine
          Mortgages, the MoneyLine Content and  any other pertinent
          matters relating to this Agreement. Trainings will occur at
          Cavion's field offices, at times to be agreed upon between
          MoneyLine and Cavion, in their good-faith, reasonable business
          judgement. The Parties will each bear their own expenses of
          attending the trainings.

     7.14 Within 30 days after execution of this Agreement, MoneyLine
          shall provide a complete set of technical specifications as
          needed for Cavion to implement the interface with the MoneyLine
          host data processing software described in Section 6.8.
          MoneyLine's technical specifications are subject to change,
          within commercially reasonable limits and dictated by good faith
          business relationships, at MoneyLine's discretion, upon thirty
          (30) days written, advance notice.

8.   MUTUAL OBLIGATIONS OF THE PARTIES

     8.1  Each Party shall comply with any intellectual property
          guidelines provided by the other Party with respect to the use
          of such Party's products and neither Party will alter or impair
          any acknowledgment of the other Party's copyright or other
          Intellectual Property Rights.

     8.2  Cavion will remain solely responsible for the operation of the
          Cavion Network, and all related sites, and MoneyLine will remain
          solely responsible for the operation of the MoneyLine Web Site.
          Each Party, subject to the terms of this Agreement, will retain
          sole right and control over the programming, content, and
          conduct of transactions over its respective site.

     8.3  Each Party shall provide on-going assistance to the other Party
          with regard to technical, administrative and service-oriented
          issues relating to the terms of this Agreement, and the
          execution of the respective obligations and conditions set forth
          herein as the Parties, or either of them, reasonably may
          request.

9.   COMPENSATION

     9.1  INITIAL EXCLUSIVITY FEE:  In consideration for the obligations
          and duties to be performed by Cavion under the terms of this
          Agreement, and in consideration and in exchange for the
          exclusivity provided for in Section 3.1 of this Agreement,
          MoneyLine shall pay to Cavion an Annual Exclusivity Fee payable
          as follows:

          (a)  For Year One (as defined below) of this Agreement, the
               Annual Exclusivity Fee to be paid by MoneyLine shall be
               $300,000 paid as follows:

               (i)   $100,000 on September 3,1999

               (ii)  $200,000 on September 23,1999

          (b)  In each subsequent year of this Agreement, the Minimum
               Annual Exclusivity Fee shall be subject to the following
               graduated scale ( and shall be subject to automatic
               adjustments as detailed in Section 9.1(c) below):

               (i)   Year Two: $350,000

               (ii)  Years Three, Four and Five: $500,000

               (iii) Years Six through Ten: $1,000,000

          (c)  The actual Annual Exclusivity Fee to be paid to Cavion in
               each year following the first year of this Agreement shall
               be the greater of the Minimum Annual Exclusivity Fee or the
               Click-Through Fee, which shall be $0.10 per Click-Through,
               as defined in this Agreement.

               (i)   The Click-Through fee shall be paid by MoneyLine to
                     Cavion within thirty (30) days of the last day of
                     each Quarterly Period (as defined below) throughout
                     the term of this Agreement.

               (ii)  In the event the Click-Through fees paid in any given
                     Year are not equal to or greater than the Minimum
                     Annual Exclusivity Fee, as detailed in Section 9.1(b)
                     of this Agreement, the difference shall be paid by
                     MoneyLine to Cavion within thirty (30) days of the
                     end of such Year.

          (d)  Cavion, in its sole and unfettered discretion, at any time
               during the term of this Agreement may elect to become a
               licensed real estate broker in each state where MoneyLine
               offers its services.  In such event, at Cavion's sole and
               unfettered option, in lieu of the Annual Exclusivity Fee
               detailed above, from the date of such licensing in each and
               every such state throughout the term of this Agreement,
               Cavion may elect to be entitled to $50.00 for each loan
               generated through the Cavion network or as otherwise
               covered by this Agreement (the "Loan Fee"). For this
               purpose, any loan to a member of a credit union affiliated
               with the Cavion Network is covered by this Agreement.
               Cavion may elect to be entitled to the Loan Fee or the
               Annual Exclusivity Fee from time to time throughout the
               term of this Agreement, but no more frequently than once in
               any twelve-month period, and in each case upon at least
               sixty (60) days notice.

               (i)   In the event Cavion elects to become registered as a
                     real estate broker in accordance with the terms of
                     the preceding paragraph, prior to electing to receive
                     the payment described in that paragraph in lieu of
                     the Annual Exclusivity Fee detailed in Sections
                     9.1(a), (b) and (c) above, Cavion must present
                     MoneyLine with evidence of its valid registration as
                     a real estate broker. For as long as Cavion is
                     entitled to receive that payment, Cavion must provide
                     MoneyLine with evidence of any and all renewals of
                     such licenses during the term of this Agreement and
                     further must provide MoneyLine with immediate written
                     notice in the event any license is terminated or
                     revoked.

               (ii)  In addition, and in any event, Cavion shall provide
                     MoneyLine with thirty (30) days written notice of its
                     election to receive its compensation under this
                     Agreement pursuant to the terms of  Section 9.1(d).

               (iii) Regardless of any registration by Cavion as a real
                     estate broker, MoneyLine shall maintain the
                     exclusivity provided for in this Agreement for the
                     entire term of this Agreement and at no time shall
                     Cavion become a competitor of MoneyLine in the
                     provision of residential real estate mortgage
                     services.

          (e)  For purposes of calculating the Annual Exclusivity Fee
               detailed above, "Year One" of this Agreement shall be the
               twelve-month period beginning on the first day of the month
               in which the interface with the MoneyLine Web Site
               described in Section 6.8 is completed, but in no event
               later than January 1, 2000 (the "Implementation Date"), and
               each Year of this Agreement shall be the twelve-month
               period following the preceding Year. The first "Quarterly
               Period" shall be the three-month period beginning on the
               first anniversary of the Implementation Date, and each
               Quarterly Period of this Agreement shall be the three-month
               period following the preceding Quarterly Period.

     9.2  The compensation detailed in Section 9.1 of this Agreement
          expressly is contingent upon the conditions described in this
          Section 9.2, in order to reflect the continued growth and
          vitality of Cavion during the term of this Agreement.  In the
          event Cavion has not signed and connected to its network either
          1,500 credit unions or 12% of United States credit unions by the
          end of the third Year of this Agreement, the Minimum Annual
          Exclusivity Fee shall thereafter be reduced proportionately and
          such adjustment shall continue for so long as Cavion does not
          have either 1,500 credit unions or 12% of United States credit
          unions signed and connected to its network.

     9.3  It is expressly understood and agreed by and between the
          Parties, and each of them, that the Annual Exclusivity Fee
          referenced in Section 9.1 of this Agreement is a fee negotiated
          between the Parties without reference, in any manner or form, to
          the number or amount of loan applications taken or loans
          originated by MoneyLine in connection with this Agreement.

10.  AUDIT RIGHTS

     10.1 Cavion shall have the right, at its own expense, to direct an
          independent certified public accounting firm to inspect and
          audit the books and records of MoneyLine which, in the sole and
          unfettered judgment of the certified public accounting firm, are
          relevant to the payments by MoneyLine to Cavion set forth in
          Section 9 of this Agreement, provided, however, that:

          (a)  MoneyLine shall be provided with not less than thirty (30)
               days notice of any such audit;

          (b)  any such audit shall be conducted during MoneyLine's normal
               and regular business hours and shall be conducted in such a
               manner so as to minimize interference with MoneyLine's
               normal business activities;

          (c)  in no event shall Cavion call for audits any more
               frequently than one (1) per calendar year, unless an
               underpayment by MoneyLine of more than ten percent 10 % for
               any calendar quarter, in which case Cavion shall be
               entitled to call for one (1) audit each calendar quarter,
               not to exceed a total of four (4) audits per calendar year,
               for a period of two (2) years after such underpayment is
               revealed by an audit report prepared by an independent
               certified public accounting firm;

          (d)  in the event an audit reveals an underpayment by MoneyLine
               of more than ten percent 10% for any calendar quarter,
               MoneyLine shall be required to reimburse Cavion for the
               reasonable and actual costs of such an audit; and

          (e)  in the event any audit reveals an overpayment by MoneyLine,
               MoneyLine shall be entitled to offset such amounts against
               any further payments due to Cavion under the terms of this
               Agreement, and , in the event no such future payments are
               due, to have such amounts refunded by Cavion in a prompt
               manner.

11.  ADVERTISING REVENUE

     11.1 Cavion shall have the sole and exclusive right to sell, license
          or otherwise dispose of all advertising and promotional rights
          with respect to the Cavion Network, and all pageviews on the
          Cavion Network.

12.  PAYMENT INFORMATION

     12.1 All payments made hereunder are non-refundable and non-
          creditable, except as is provided in for in Section 9
          hereinabove, and shall be made by wire transfer pursuant to the
          wire instructions set forth in Exhibit "E" hereto, which is
          incorporated herein by this reference.

     12.2 Any portion of the payments required to be made under the terms
          of this Agreement not paid on the date or dates provided for
          herein shall bear interest at the lesser of (i) eight percent
          (8%) per month or (ii) the maximum amount allowed by law.

     12.3 Notwithstanding any other provision of this Agreement, any
          failure of MoneyLine to make any of the payments called for
          under the terms of this Agreement within thirty (30) days of the
          date or dates provided for herein shall constitute a material
          breach of this Agreement.

13.  OWNERSHIP

     13.1 The Parties hereto agree and understand that they will jointly
          own, equally and without distinction, any and all information
          collected as a result of the collaboration between the Parties
          hereto contemplated by this Agreement.  Accordingly, neither
          Party will make any claim to or from the other Party with
          respect to any revenues or products derived from such data
          unless otherwise agreed to by the Parties in writing.

     13.2 Cavion and other parties with which Cavion has a business
          relationship own or license all Intellectual Property Rights in
          the Cavion Content and the Cavion Symbols. MoneyLine owns or
          licenses all Intellectual Property Rights in the MoneyLine
          Content and the MoneyLine Symbols. Neither Party will acquire
          any rights to Intellectual Property Rights of the other by
          virtue of this Agreement, except as specifically stated in
          Section 2.

14.  TERM

     14.1 This Agreement shall have a term, commencing on the date first
          set forth hereinabove, and continuing thereafter for a period of
          ten (10) years, with a subsequent renewal for ten (10) years
          upon mutual agreement.

          (a)  In the event of a renewal of this Agreement, the Annual
               Exclusivity Fee to be paid shall be as mutually agreed.

          (b)  If within one year prior to the expiration of the initial
               term of this Agreement, Cavion has received an offer from a
               competitor of MoneyLine to be the exclusive Cavion approved
               and recommended on-line residential mortgage lender, and
               Cavion intends to accept such offer rather than renew this
               Agreement, MoneyLine shall have a first right to match such
               offer under this Section 14.1(b). Cavion shall give notice
               (the "Refusal Notice") to MoneyLine, specifying all
               material information about the proposed transaction,
               including the identity of the proposed lender and all
               material terms of the proposed transaction. If MoneyLine
               does not, within 30 days after the Refusal Notice, offer to
               Cavion a transaction that matches the proposed transaction
               in all material respects, Cavion may enter into the
               proposed transaction upon expiration of this Agreement.

15.  REPRESENTATIONS, WARRANTIES AND COVENANTS

     15.1 In order to implement the operation of this Agreement, the
          Parties hereto jointly and severally represent, warrant,
          covenant, agree and consent as follows:

          (a)  The execution, delivery and performance of this Agreement,
               in the time and manner herein specified, will not conflict
               with, result in a breach of, or constitute a default under
               any existing agreement, indenture, or other instrument to
               which either Party to this Agreement is a party or by which
               either Party may be bound or affected or any government
               order or decree to which they are subject;

          (b)  Both Parties hereto have full legal authority to enter into
               this Agreement and to perform the same in the time and
               manner contemplated;

          (c)  This Agreement has been submitted to, ratified and approved
               by the respective Board of Directors of Cavion and
               MoneyLine;

          (d)  Each of the Parties warrants and represents that it will
               cooperate with the other Party, and promptly will provide
               the other Party with all pertinent materials and requested
               information in order for such Party to perform its
               obligations under this Agreement;

          (e)  Each of the Parties, at all times during the term of this
               Agreement, shall have all the licenses and approvals
               necessary to enter into and perform under this Agreement
               and specifically to grant the licenses contained herein;

          (f)  MoneyLine warrants and represents that it is, and at all
               times during the term of this Agreement will be, in
               compliance with any and all applicable laws, rules and
               regulations of any jurisdiction applicable to its business
               activities, including, without limitation, the Federal Real
               Estate Settlement Procedures Act of 1974  and HUD
               Regulation X promulgated thereunder, the Federal Equal
               Credit Opportunity Act, and Federal Reserve Regulation B,
               the Federal Truth in Lending Act and Federal Reserve
               Regulation Z promulgated thereunder, the Fair Credit
               Reporting Act, and all federal, state and local privacy
               laws, rules and regulations and any other applicable laws
               of any jurisdiction applicable to MoneyLine's business
               activities now in effect or which may come into effect
               during the term of this Agreement.

          (g)  MoneyLine represents and warrants that its program and
               materials are substantially free from programming errors or
               viruses and will produce results in response to a User's
               inquiries which are accurate, comprehensive and error-free.
               MoneyLine further represents and warrants that its program
               and materials will accurately process date data from, into
               and between the twentieth and twenty-first centuries, and
               the years 1999 and 2000, including leap year data, provided
               that all other products used in combination with the
               MoneyLine program and materials properly exchange date data
               with them. MoneyLine further represents and warrants that
               all User information will be obtained, maintained and
               distributed in a secure environment.

16.  INDEMNIFICATION

     16.1 MoneyLine, at its own expense, will indemnify, defend and hold
          harmless Cavion, its affiliates, employees, representatives, or
          agents, against any claim, suit, action or other proceeding
          brought against Cavion based on or arising from a claim (a)
          that, if true, would constitute a breach of warranties and
          representations set forth in Section 15 hereinabove, or (b) that
          the MoneyLine Content or any material, product, information,
          data or service produced, distributed, offered or provided by
          MoneyLine or any material presented on any site on the Internet
          produced, maintained, or published by MoneyLine infringes, in
          any manner, any copyright, patent, trademark, trade secret or
          any other intellectual property right of any third party, is or
          contains any material or information that is obscene,
          defamatory, libelous, slanderous, or that violates any law or
          regulation, is negligently performed, or otherwise breaches or
          violates any duty toward, or the rights of any person or
          personality, or otherwise has resulted in any consumer fraud,
          product liability, tort, breach of contract, injury, damage or
          harm of any kind to any person or entity, and also including any
          claim relating to any mortgage loan approval or mortgage
          application provided by MoneyLine.

     16.2 Cavion, at its own expense, will indemnify, defend and hold
          harmless MoneyLine and its employees, representatives, agents
          and affiliates, against any claim, suit, action, or other
          proceeding brought against MoneyLine based on or arising from a
          claim (a) that, if true, would constitute a breach of warranties
          and representations set forth in Section 15 hereinabove, or (b)
          that the Cavion Content or any material, product, information,
          data or service produced, distributed, offered or provided by
          Cavion or any material presented on any site on the Internet
          produced, maintained, or published by Cavion infringes, in any
          manner, any copyright, patent, trademark, trade secret or any
          other intellectual property right of any third party, is or
          contains any material or information that is obscene,
          defamatory, libelous, slanderous, or that violates any law or
          regulation, is negligently performed, or otherwise breaches or
          violates any duty toward, or the rights of any person or
          personality, or otherwise has resulted in any consumer fraud,
          product liability, tort, breach of contract, injury, damage or
          harm of any kind to any person or entity.

     16.3 Any indemnification under this Section 16 is subject to the
          conditions that (a) the indemnified party provides the
          indemnifying party with prompt notice of any such claim, (b) the
          indemnified party permits the indemnifying party to assume and
          control the defense of such action, with counsel to be selected
          by the indemnifying party, and (c) no settlement or compromise
          of such a claim shall be entered into without the prior written
          consent of any Party that would be bound by or required to make
          a payment under such settlement, which consent shall be
          unreasonably withheld. Upon the indemnifying party's written
          notice, the indemnified party will provide to the indemnifying
          party all available information and such reasonable assistance
          as may be necessary for the indemnifying party to defend such
          claim.

17.  LIMITATION OF LIABILITY

     17.1 EXCEPT AS EXPRESSLY PROVIDED FOR IN SECTION 16 OF THIS
          AGREEMENT, UNDER NO CIRCUMSTANCES SHALL MONEYLINE, CAVION, OR
          ANY AFFILIATE OF EITHER MONEYLINE OR CAVION BE LIABLE TO ANY
          OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR
          EXEMPLARY DAMAGES ARISING FROM THIS AGREEMENT, EVEN IF THAT
          PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHICH
          SHALL INCLUDE, BUT NOT BE LIMITED TO, LOSS OF REVENUES,
          ANTICIPATED PROFITS OR LOST PROFITS.

18.  PUBLIC ANNOUNCEMENTS

     18.1 Neither Party shall make any public announcement regarding this
          Agreement or the relationship between the Parties set forth
          herein without the express, prior written consent of the other
          Party. However, it is understood that Cavion is required to file
          this Agreement as a public document with the Securities and
          Exchange Commission.

19.  CONFIDENTIALITY

     19.1 Except as may be agreed between the Parties with respect to a
          public announcement, neither Party shall disclose to any third-
          party either the existence of this Agreement, or the terms
          hereof, without the prior written consent of the other Party,
          except as may be required by law.

     19.2 The Parties hereto have entered into a Mutual Nondisclosure
          Agreement to protect the confidential and/or proprietary
          information of both Parties during the term of this Agreement, a
          true and correct copy of which is attached hereto as Exhibit F
          and incorporated herein by this reference.

20.  INSURANCE

     20.1 MoneyLine agrees that it will maintain insurance with a carrier
          that is reasonably acceptable to Cavion and with coverage for
          commercial general liability of at least two million dollars
          ($2,000,000) per occurrence for Year One of this Agreement, and
          thereafter at least five million dollars ($5,000,000) per
          occurrence, or such larger amount as is commercially reasonable
          for a residential real estate mortgage lender of MoneyLine's
          size. Prior to the launch of the MoneyLine Content on the Cavion
          Network, MoneyLine shall obtain and thereafter maintain coverage
          for errors and omissions of at least two million dollars
          ($2,000,000) per occurrence for Year One of this Agreement, and
          thereafter at least five million dollars ($5,000,000) per
          occurrence, or such larger amount as is commercially reasonable
          for a residential real estate mortgage lender of MoneyLine's
          size. MoneyLine will name Cavion as an additional insured on
          each such insurance policy, and will provide evidence of such
          insurance to Cavion prior to the launch of the MoneyLine Content
          on the Cavion Network. MoneyLine shall not cancel or modify such
          insurance without Cavion's prior written consent and such
          insurance shall remain in effect after the termination hereof.
          MoneyLine shall not be obligated to continue to name Cavion as
          an additional insured after the expiration of this Agreement,
          except to the extent that (i) a claim or potential claim is
          pending at the time of such termination, or (ii) Cavion is
          required under this Agreement to maintain any link to the
          MoneyLine Web Site after such expiration.

21.  TERMINATION

     21.1 Unless otherwise expressly provided for in this Agreement, this
          Agreement may be terminated by either Party if the other Party:

          (a)  files a petition in bankruptcy, or an insolvency filing
               against the other party is not dismissed within 60 days;

          (b)  makes an assignment for the benefit of its creditors;

          (c)  is subject to a receivership; or

          (d)  materially breaches any of its obligations under this
               Agreement provided that such material breach is not
               remedied within ninety (90) days, or in the case of an
               obligation to make any payment within ten (10) days, after
               notice thereof.

     21.2 Any termination pursuant to this Section shall be without
          liability or obligation of the terminating Party, except as with
          respect to any breach of this Agreement occurring prior to the
          termination.

     21.3 The provisions of Sections 9.1, 10, 12, 13 and 15 through 22,
          inclusive, of this Agreement, shall survive any termination of
          this Agreement, or this Agreement's expiration.

22.  MISCELLANEOUS

     22.1 NOTICES.

          (a)  All notices and other communications made pursuant to this
               Agreement shall be in writing and shall be deemed to have
               been given upon receipt by (1) personal delivery, (2)
               receipted courier service, or (3) certified or registered
               mail, return receipt requested, addressed as shown below.
               Refusal to accept delivery shall be deemed receipt.  All
               notices shall be directed to the following addresses:

               (i)   If to MoneyLine:

                     MoneyLine America, LLC
                     38350 Fremont Blvd., Suite 200
                     Fremont, CA 94536
                     Attn: Shamim Ritter

               (ii)  If to Cavion:

                     cavion.com
                     7475 Dakin Street, Suite 607
                     Denver, CO 80221
                     Attn: David J. Selina, President and CEO

          (b)  Any Party hereto may change the address to which notices
               shall be directed under this by giving written notice of
               such change to the other Party.

     22.2 WAIVERS.  The rights and remedies under this Agreement shall be
          cumulative and not exclusive of any rights or remedies which the
          Parties hereto otherwise would have.  No failure or delay in
          exercising any right shall operate as waiver of such right.  Any
          waiver or indulgence granted shall not constitute a modification
          of this Agreement, except to the extent expressly provided in
          such waiver or indulgence, or constitute a course of dealing at
          variance with the terms of the Agreement such as to require
          further notice of the intent to require strict adherence to the
          terms of the Agreement in the future.  Any such actions shall
          not, in any way, affect the ability of the Parties, in their
          sole discretion, to exercise any rights available to them under
          this Agreement.

     22.3 GOVERNING LAW; BINDING EFFECT.  This Agreement and each of the
          other documents attached hereto or contemplated hereby shall be
          deemed to have been made in Denver, Colorado, and shall be
          interpreted, and the rights and liabilities of the Parties
          hereto shall for all purposes be governed by and construed and
          enforced without giving effect to the principles of conflicts of
          laws, in accordance with the laws of the State of Colorado
          applicable to agreements executed, delivered and performed
          within such State.  In the event of any controversy arising out
          of the interpretation, construction, performance or breach of
          this Agreement, the Parties hereby consent to the jurisdiction
          and venue of the United States District Court for the District
          of Colorado, and further agree and consent that personal service
          or process in any such action or proceeding outside of the State
          of Colorado, and outside Denver County, Colorado shall be
          tantamount to service in person within Denver County, Colorado
          and shall confer personal jurisdiction and venue upon said
          Court.

     22.4 TRANSFER.  In the event either Party, or any part thereof,
          including any products, affiliates, divisions or subsidiaries,
          to this Agreement is sold, transferred or acquired by any other
          person or entity, the respective rights and obligations of the
          Party being sold, transferred or acquired pursuant to this
          Agreement shall transfer to the acquiring party, and each Party
          to this Agreement hereby agrees and warrants that, in the event
          of any sale, transfer or acquisition, such Party will ensure
          that the rights and obligations of this Agreement duly are
          transferred pursuant to such sale, transfer or acquisition. This
          Agreement may not otherwise be assigned without the prior
          written consent of the non-assigning party, which shall not be
          unreasonably withheld.

     22.5 HEADINGS.  The headings used in this Agreement are for
          convenience only and shall not be used in connection with the
          interpretation of any provision hereof.

     22.6 AMENDMENT AND WAIVER.  Neither this Agreement nor any term
          hereof may be amended orally, nor may any provision hereof be
          waived orally, but rather, only by a written instrument signed
          by each of the Parties hereto.

     22.7 ENTIRE AGREEMENT.  Except as otherwise expressly provided
          herein, this Agreement and the other documents described or
          contemplated herein embody the entire agreement and
          understanding among the Parties hereto and supersede all prior
          agreements and understandings relating to the subject matter
          hereof.

     22.8 DRAFTING PARTY.  This Agreement expresses the mutual intent of
          the Buyer and Seller.  Accordingly, regardless of the Party
          preparing any document, the rule of construction against the
          drafting Party shall have no application to this Agreement.

     22.9 FACSIMILE SIGNATURE / COUNTERPARTS.  Facsimile signatures on
          this document shall be sufficient and acceptable to bind the
          parties and for execution of this Agreement.  This Agreement
          shall be effective and binding only when executed by all Parties
          hereto.  This Agreement may be executed in counterparts by
          facsimile, each of which so executed shall be deemed an original
          and constitute one and the same agreement,

     22.10 Dominant Agreement.  This Agreement shall be construed, in all
          relevant manners, to be the dominant agreement between the
          Parties relevant to the subject matter hereto and shall be
          severed from any contrary provision, or any provision deemed
          void or otherwise unenforceable, of any Exhibit or other
          document incorporated herein.

     22.11 Disputes.  In the event of any dispute under this Contract, the
          Party claiming a dispute will give notice to the other Party
          describing the dispute.  Both Parties will make good faith
          efforts to resolve the dispute informally.  If the dispute has
          not been resolved within 30 days after the notice, either Party
          may, upon notice to the other, submit the dispute to mediation
          in Denver, Colorado, before a mutually acceptable mediator.  If
          the Parties are unable to agree upon a mediator, either Party
          may request the appointment of a mediator by any established
          dispute resolution organization.  If mediation is not successful
          within 90 days or if either Party will not submit to mediation,
          either Party may, upon notice to the other, submit the dispute
          to binding arbitration in Denver, Colorado, in accordance with
          the rules of any established dispute resolution organization, by
          a single arbitrator.  The arbitration will be governed by the
          United States Arbitration Act, 9 U.S.C. Sections 1-16, and
          judgment upon the award may be entered by any court of competent
          jurisdiction.  The arbitrator will not be empowered to award
          damages in excess of actual damages, but will be empowered, but
          not required, to require any Party to pay the reasonable
          attorney fees, expert witness fees, and other arbitration costs
          of any other Party.

     IN WITNESS WHEREOF, the Parties hereto have executed this Agreement
or caused it to be executed by their duly authorized officers as of the
day and year first above written.

MONEYLINE AMERICA, LLC                  CAVION TECHNOLOGIES, INC.


By:/s/Shamin S. Ritter                  By:/s/David J. Selina
   Shamim S. Ritter                        David J. Selina
Title:  President                                 Title:
                                                  President/Chief
                                                  Executive Officer