ASSET PURCHASE AGREEMENT

     THIS ASSET PURCHASE AGREEMENT (the "Agreement") is entered into as of
December 31, 1998, by and between NETWORK ACQUISITIONS, INC., a Colorado
corporation ("Buyer"), and CAVION TECHNOLOGIES, INC., a Colorado
corporation ("Seller").

                           W I T N E S S E T H:

     WHEREAS, Seller provides secure Internet, intranet and extranet
products for credit unions and other financial institutions (the
"Business") and owns certain intellectual property and assets used in
connection with the Business;

     WHEREAS, this Agreement sets forth the terms and conditions upon
which Seller is willing to sell and Buyer is willing to purchase
substantially all of Seller's assets.

     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.   PURCHASE AND SALE OF ASSETS

     1.1  PURCHASE AND SALE OF ASSETS.  Subject to the terms and
          conditions of this Agreement, Seller shall sell, convey, assign,
          transfer and deliver to Buyer, and Buyer shall purchase, at the
          closing (as defined in Section 2.1), all of Seller's assets,
          properties, rights, claims and goodwill, of every kind,
          character and description, tangible and intangible, real and
          personal, wherever located and whether or not reflected on the
          books and records of Seller, which are used in the Business,
          including, without limitation, the following (collectively, the
          "Assets"):

          (a)  all furniture, furnishings, fixtures, machinery, equipment
               (including computers and office equipment), and leasehold
               improvements, which (i) are located at Seller's facilities
               in Denver, Colorado and Colorado Springs, Colorado, which
               facilities are described more particularly on Schedule
               1.1(a) (the "Facilities") or (ii) are listed on Exhibit A
               to the Bill of Sale referred to in Section 2.3(a);

          (b)  all cash Seller has on hand and any and all of Seller's
               accounts, whether checking, savings, investment,
               certificate of deposit, with any financial institution as
               of the Closing Date (as defined in Section 2.1);

          (c)  all parts, supplies (including office supplies) and
               incidentals which (i) are located at the Facilities or (ii)
               are listed on Exhibit A to the Bill of Sale referred to in
               Section 2.3(a);

          (d)  all accounts receivable of Seller arising in connection
               with the Business ("Accounts Receivable"), subject to
               Section 2.6;

          (e)  all credit, prepaid expenses and other items, security
               deposits and unbilled costs and fees of Seller attributable
               to the Assets or Business;

          (f)  subject to Section 1.2 regarding Excluded Assets, all
               right, title and interest of Seller in and to intellectual
               property and other intangible property associated with the
               Business, including, without limitation, customer lists,
               data bases and other goodwill, trade secrets, methods,
               inventions and other know-how, and trademarks, service
               marks, trade names (including the name "Cavion
               Technologies"), domain names, and copyrights, whether
               registered or unregistered, and any applications therefor;

          (g)  all rights of Seller under the Material Contracts (as
               defined in section 3.10);

          (h)  all books, records, manuals and other materials (in any
               form or medium) relating to, or used by Seller in
               connection with, the Assets or Business;

          (i)  all rights, claims and actions arising out of occurrences
               before or after the Closing, which relate to, or arise
               from, the Assets or Business;

          (j)  all licenses, permits, authorizations and approvals of
               governmental or other regulatory authorities which relate
               to the Assets or Business; and

          (k)  subject to Section 1.2 regarding Excluded Assets, all
               assets and properties reflected on the Balance Sheet (as
               defined in Section 3.4(a)), excepting only those assets and
               properties which have been disposed of by Seller in the
               ordinary course of the Business after the date of the
               Balance Sheet.

     1.2  EXCLUDED ASSETS.  Notwithstanding Section 1.1, this Agreement
          shall not effect the transfer of, and the term "Assets" shall be
          deemed not to include the following:

          (a)  warrants to purchase common stock of Convergent
               Communications, Inc. currently held by Seller.

     1.3  ASSUMPTION OF LIABILITIES.  Subject to the terms and conditions
          of this Agreement, at the Closing, Buyer shall assume and agree
          to pay, discharge or perform, as appropriate, (i) all
          obligations and liabilities of Seller reflected on the Balance
          Sheet (as updated to the Closing Date), on the list of accounts
          payable delivered pursuant to Section 2.7, or on Schedules 3.5
          or 3.8 to this Agreement, (ii) all obligations of Seller for
          accrued salaries, wages and other benefits of the Continuing
          Employees (as defined in Section 2.8), and (iii) all obligations
          and liabilities arising on or after the Closing Date with
          respect to the Assets or the Business (collectively the "Assumed
          Liabilities").  The Assumed Liabilities will include all amounts
          due Buyer under the Loan Agreement dated as of September 14,
          1998 between Buyer and Seller.  Except as specifically assumed
          by Buyer under this Section, Seller shall retain and agree to
          pay, discharge or perform, as appropriate, all obligations and
          liabilities arising prior to the Closing Date with respect to
          the Assets or the Business.

     1.4  AMOUNT OF PURCHASE PRICE.  In consideration for Seller's sale of
          assets, Buyer will (i) issue and deliver to Seller the number of
          shares of Buyer's Class A common stock determined according to
          Section 1.5, and 28,648 shares of Buyer's Class B common stock,
          and (ii) assume the liabilities of Seller described in Section
          1.3.  The parties intend the transactions contemplated by this
          Agreement to qualify as a tax-free reorganization under section
          368(a)(1)(C) of the Internal Revenue Code of 1986, as amended.

     1.5  CLASS A SHARES ISSUED.  The number of shares of Buyer's Class A
          common stock issued and delivered to Seller at the Closing will
          be the number in cell J43 of the capitalization table included
          in Schedule 4.6, as updated to the Closing Date.  The parties
          agree that this number will be equal to 12% of the equity
          interest in Buyer on a fully diluted basis as of the completion
          of the Closing, subject to the following adjustments:

          (a)  The warrants issued to purchasers of Units (consisting of
               15% Secured Notes due October 19, 2000 along with Class A
               Common Stock Purchase Warrants) under the Private Placement
               Memorandum dated October 20, 1998 (the "Debt Offering"),
               shall be counted as if exercised in full prior to the
               Closing.

          (b)  The Convertible Preferred Stock, Series A of Buyer (the
               "Preferred Stock") shall be counted as if converted in full
               prior to the Closing, to the extent of (i) one-half of the
               total $2 million offering of Preferred Stock, plus (ii) the
               number of additional shares of Preferred Stock that, at the
               offering price, results in proceeds equal to the
               underwriter's total cash compensation (including expense
               allowance) related to the shares counted under clause (i),
               and the additional underwriter's compensation related to
               all additional shares counted under this clause (ii), plus
               (iii) the number of additional shares of Preferred Stock
               that, at the offering price, results in proceeds equal to
               Buyer's total other costs related to the offering of
               Preferred Stock (including without limitation amounts
               payable to counsel, accountants and the printer for the
               offering).

          The number shown in cell J43 of the Schedule 4.6 capitalization
          table is based on Buyer's estimate of costs related to the
          offering of Preferred Stock at $75,000.  At the Closing, Buyer
          will provide a true and accurate final accounting of Buyer's
          costs related to the offering.  The number of shares of Buyer's
          Class A common stock issued and delivered to Seller at the
          Closing will be adjusted according to (i) Buyer's final cost
          accounting, and (ii) the number of shares of Preferred Stock
          offered in Buyer's $2 million offering (if different from that
          shown in cell L21 of the Schedule 4.6 capitalization table).

2.   CLOSING AND POST-CLOSING MATTERS

     2.1  TIME AND PLACE.  The consummation of the transactions
          contemplated by this Agreement (the "Closing") shall take place
          at 10:00 a.m. Mountain Time, at the principal offices of Buyer
          in Englewood, Colorado, or such other place as Buyer and Seller
          shall mutually agree, on the earliest date on which Buyer and
          Seller are able to satisfy their respective obligations under
          Sections 2.2 and 2.3 (the "Closing Date").

     2.2  BUYER'S DELIVERIES AT CLOSING.  At the Closing, Buyer shall
          deliver to Seller the following:

          (a)  certificates representing the shares of Buyer's Class A
               common stock and Class B common stock to be issued and
               delivered to Seller under this Agreement;

          (b)  a Bill of Sale, Assignment, and Assumption Agreement, in
               the form of Exhibit 2.3(a), in which Buyer assumes and
               agrees to pay, discharge or perform as appropriate the
               Assumed Liabilities;

          (c)  the other agreements, opinions, certificates and other
               documents referred to in Section 7 and elsewhere in this
               Agreement; and,

          (d)  the Buyer Balance Sheet (as defined in Section 4.4),
               updated to the Closing Date.  The updated Buyer Balance
               Sheet shall show that Buyer has cash of at least
               $1,000,000, and has no liabilities except for (i) 15%
               Secured Notes issued under the Private Placement Memorandum
               of Buyer dated October 20, 1998, aggregating approximately
               the amount advanced by Buyer to Seller pursuant to that
               certain Promissory Note dated September 8, 1998 between
               Buyer and Seller, and (ii) offering costs in connection
               with raising the cash and placing the Secured Notes.

     2.3  SELLER'S DELIVERIES AT CLOSING.  At the Closing, Seller shall
          deliver to Buyer the following:

          (a)  a Bill of Sale, Assignment, and Assumption Agreement in the
               form of Exhibit 2.3(a), and such other instruments of
               conveyance, assignment, transfer, in form and substance
               reasonably satisfactory to Buyer's counsel, as shall be
               effective to transfer and assign to, and vest in, Buyer all
               of the Assets; and

          (b)  the other agreements, opinions, certificates and other
               documents referred to in Section 7 and elsewhere in this
               Agreement.

          In addition, Seller shall take such other steps as reasonably
          may be necessary to put Buyer in actual possession and operating
          control of the Assets.

     2.4  THIRD PARTY CONSENTS.  To the extent Seller's rights under any
          agreement, commitment, plan, authorization or other Asset to be
          assigned to Buyer hereunder may not be assigned without the
          consent of another person or entity which has not been obtained,
          this Agreement shall not constitute an agreement to assign the
          same if an attempted assignment would constitute a breach
          thereof or be unlawful, and Seller, at its expense, shall use
          its commercially reasonable efforts to obtain any such required
          consent as promptly as possible.  If any such consent is not
          obtained, or if any attempted assignment would be ineffective or
          would impair Buyer's rights under the Asset so that Buyer would
          not in effect acquire the benefit of all such rights, Seller
          shall, to the maximum extent permitted by law and the Asset, act
          after the Closing as Buyer's agent in order to obtain for Buyer
          the benefits thereunder and shall cooperate, to the maximum
          extent permitted by law and the Asset, with Buyer in any other
          reasonable arrangement designed to provide such benefits to
          Buyer.

     2.5  SELLER'S FURTHER ASSURANCES.  Seller from time to time after the
          Closing shall execute, acknowledge and deliver to Buyer such
          other instruments of conveyance and transfer and shall take such
          other actions and execute and deliver such other documents,
          certificates and further assurances as Buyer reasonably may
          request in order to vest more effectively in Buyer, or to put
          Buyer more fully in possession of, the Assets, or to better
          enable Buyer to complete, perform or discharge the Assumed
          Liabilities.

     2.6  ACCOUNTS RECEIVABLE.  At Closing, Seller shall deliver to Buyer
          a schedule containing a complete and accurate list of all of
          Seller's Accounts Receivable as of the Closing Date.  All
          proceeds from Accounts Receivable collected by Buyer or Seller
          after Closing shall be retained by Buyer, and shall be paid by
          Seller to Buyer, as applicable.

     2.7  ACCOUNTS PAYABLE.  At Closing, Seller shall deliver to Buyer a
          schedule containing a complete and accurate list of all of
          Seller's Accounts Payable as of the Closing Date.

     2.8  EMPLOYMENT MATTERS.  Effective as of the Closing Date, Buyer
          shall offer employment to those employees listed on Schedule 2.8
          who are employed by Seller principally in the operation of the
          Business, at wage and salary levels and with employee benefits
          as are listed on Schedule 2.8. Seller shall use its commercially
          reasonable efforts to cause such employees to accept such
          employment with Buyer.  All such employees hired by Buyer as of
          the Closing Date shall be referred to in this Agreement as the
          "Continuing Employees." Except as provided herein, Buyer shall
          have no liability or obligation to any employee of Seller
          (including Continuing Employees) resulting from the transactions
          contemplated hereby, including, without limitation, change of
          control, payments or liabilities incurred upon termination of
          employment by Seller.  Seller specifically acknowledges that the
          Assets to be transferred to Buyer pursuant to this Agreement
          include Seller's rights (including rights of specific
          enforcement) under all proprietary and confidentiality
          agreements and agreements regarding ownership of intellectual
          property between Seller and any employee of Seller, whether past
          or present as of the Closing Date, regardless of whether said
          employee is a Continuing Employee.

     2.9  CHANGE OF NAMES.  As soon as reasonably possible (taking into
          consideration Colorado law), but in no event later than 30 days
          after Closing, Seller shall change its corporate name to a name
          not including the word "Cavion", and Buyer shall change its
          corporate name to "Cavion Technologies, Inc."

3.   REPRESENTATIONS AND WARRANTIES OF SELLER

     Seller represents and warrants to Buyer as follows:

     3.1  CORPORATE ORGANIZATION.  Seller is a corporation duly organized,
          validly existing and in good standing under the laws of the
          State of Colorado, with full power and authority (corporate,
          governmental and otherwise) to own and operate its properties
          and business as currently conducted and as contemplated to be
          conducted.  Seller is not qualified to do business as a foreign
          corporation in any jurisdiction other than the state of
          Colorado.

     3.2  CORPORATE POWER; AUTHORIZATION; ENFORCEABLE OBLIGATIONS.  The
          execution, delivery and performance of this Agreement by Seller
          is within its corporate power and authority, and has been duly
          authorized by all requisite corporate action.  This Agreement
          has been, and the other agreements, documents and instruments
          required to be delivered by Seller pursuant to this Agreement
          (together with this Agreement, the "Seller's Documents") will be
          duly executed and delivered on behalf of Seller.  This Agreement
          constitutes, and the Seller's Documents when executed and
          delivered will constitute, the legal, valid and binding
          obligations of Seller, enforceable against it in accordance with
          their respective terms, except as the enforceability thereof may
          be limited by bankruptcy, insolvency or other laws relating to
          or affecting creditors' rights generally and by general
          equitable principles.

     3.3  NO CONFLICTS; CONSENTS.  The execution, delivery and performance
          of the Seller's Documents by Seller does not and will not (with
          or without the giving of notice or the passage of time, or both)
          violate, conflict with, result in a breach or default under,
          give rise to any rights of acceleration, modification,
          termination or cancellation of, result in the creation of any
          lien, claim or encumbrance pursuant to, or require any notice or
          consent under (except as described in Schedule 3.10), the
          charter or bylaws of Seller, or any mortgage, indenture,
          instrument, agreement, understanding or commitment of any kind,
          or any law, regulation, rule, order, judgement or decree, to
          which Seller is a party or by which Seller is bound or affected,
          other than such notices and consents which have been given or
          obtained.  No authorization, permit, approval or consent of, and
          no registration or filing with any governmental or regulatory
          authority is required in connection with the execution, delivery
          and performance by Seller of the Seller's Documents.

     3.4  FINANCIAL STATEMENTS.  Seller has delivered to Buyer true and
          complete copies of the following financial statements (the
          "Financial Statements") which are attached hereto as Schedule
          3.4, all of which have been prepared from Seller's books and
          records in accordance with generally accepted accounting
          principles (except for the absence of footnotes) consistently
          applied and maintained throughout the periods indicated and
          present fairly and accurately the financial condition and
          results of operations of the Business at the dates and for the
          periods covered:

          (a)  balance sheet as of October 31, 1998 (the "Balance Sheet");
               and

          (b)  income statement for the ten months ended October 31, 1998.

     3.5  ABSENCE OF UNDISCLOSED LIABILITIES.  Except as set forth on the
          Balance Sheet, the list of accounts payable delivered pursuant
          to Section 2.7, and the Schedules to this Agreement (including
          Schedule 3.5), Seller has no material liabilities, obligations
          or commitments arising from or associated with the Business or
          the Assets.  Without limiting the foregoing, Seller has not
          incurred any obligation to pay any broker's, finder's or similar
          fees or commissions based on the transactions contemplated by
          this Agreement.

     3.6  ABSENCE OF CHANGES OR EVENTS.  Since the date of the Balance
          Sheet, there has not been any change, development, event or
          condition which has had or which could reasonably be expected to
          have a material adverse effect on the financial condition or
          operations of Seller, as reflected in the Financial Statements,
          the Assets or the Business ("Material Adverse Effect").  Since
          the date of the Balance Sheet, except as disclosed in the
          Financial Statements and on Schedule 3.6, Seller has not
          declared (directly or indirectly) or paid a dividend or made any
          other distribution with respect to its capital stock (including,
          without limitation, the redemption or purchase of shares), (b)
          directly or indirectly acquired any shares of its capital stock,
          (c) made any capital expenditures in connection with the
          Business in excess of $10,000, (d) incurred any indebtedness in
          connection with the Business in excess of $10,000, or (e)
          entered into any transaction with respect to the Assets or
          Business other than in the ordinary course.

     3.7  TITLE TO AND CONDITION OF ASSETS.  Seller has, and at the
          Closing Buyer will obtain, good, valid and marketable title to
          the Assets, free and clear of any lien, claim or encumbrance of
          any kind, except (i) as expressly set forth on the Balance Sheet
          or as otherwise expressly permitted by this Agreement, (ii)
          liens for current taxes not yet due, (iii) Permitted Liens, as
          defined in Article 1 of the Loan Agreement dated as of September
          14, 1998 between Buyer and Seller, or (iv) minor matters that,
          in the aggregate, are not substantial in amount and do not and
          could not reasonably be expected to materially impair the use of
          the Assets or the conduct of the Business.  Except as set forth
          in Section 1.2, the Assets constitute all of the assets and
          properties used in the conduct of the Business and are adequate
          and sufficient for the current operations of the Business.
          Except as set forth in Section 1.2, there are no assets or
          properties located at the Facilities which are not being
          transferred to Buyer hereunder.  All furniture, fixtures,
          equipment, machinery and similar property to be acquired by
          Buyer hereunder are in good operating condition and repair,
          reasonable wear and tear excepted, are free from material
          defects and are suitable for the purposes used.

     3.8  TAXES.  Seller timely has filed with the appropriate authority
          all required federal, state and local income and other tax
          returns and reports relating to Seller's assets or business.
          Except as set forth on Schedule 3.8, Seller has paid or caused
          to be paid in full all taxes, assessments and other governmental
          charges (including interest and penalties thereon) which are due
          and payable by Seller, or in respect of Seller's assets or
          business (including, but not limited to, property, sales,
          intangible and payroll taxes).

     3.9  LITIGATION.  Except as described on Schedule 3.9, there is no
          pending claim, action, suit, proceeding or investigation
          judicial, governmental or otherwise), nor any order, decree or
          judgement in effect, or, to the Seller's knowledge, threatened,
          against Seller which reasonably could be expected to have a
          Material Adverse Effect or which relates to the transactions
          contemplated by this Agreement.

     3.10 CONTRACTS.  Schedule 3.10 hereto contains a complete description
          of each written and oral agreement, understanding and commitment
          relating to the Assets or Business to which Seller is a party or
          by which Seller is bound (other than agreements with Buyer),
          which, measured from and after Closing, provides for aggregate
          payments exceeding $1,000, has a term greater than one year, or
          which is otherwise material to the Assets or Business (such oral
          or written agreements, understanding and commitments are
          referred to as the "Material Contracts").  Except as described
          in Schedule 3.10, each Material Contract is valid, binding and
          enforceable, is fully assignable to Buyer (without requiring a
          consent or approval which has not been obtained), and Seller is
          not in default thereunder (or will be with the giving of notice,
          the passage of time, or both).  Seller has no reason to believe
          that any Material Contract can not be replaced on substantially
          similar terms.

     3.11 COMPLIANCE.  Seller has complied in all material respects with
          all federal, state and local ordinances, regulations and orders
          applicable to the Business or the ownership of the Assets.
          Seller is not in violation of any order, writ, injunction or
          decree of any court or any federal, state, municipal or other
          domestic governmental department, commission, board, bureau,
          agency or instrumentality, which violation could reasonably be
          expected to have a Material Adverse Effect.  Except with respect
          to regulatory approvals which may in the future be required with
          respect to products or services offered or to be offered in
          connection with the Business, Seller has all federal, state and
          local governmental licenses and permits material to and
          necessary in the conduct of the Business; such licenses and
          permits are in full force and effect, no violations have been
          recorded in respect of any such licenses or permits, and no
          proceeding is pending or threatened to revoke or limit any
          thereof.  Schedule 3.11 hereto contains a list of all federal,
          state and local governmental or administrative licenses and
          permits obtained by Seller in force and effect as of the Closing
          Date.  Except as described in Schedule 3.11, none of such
          licenses and permits will be affected in any material respect by
          the consummation of the transaction contemplated in this
          Agreement.

     3.12 INSURANCE.  Seller warrants that all insurance policies,
          including, but not limited to, liability, theft, business
          interruption, life, fire, workers' compensation, health and
          other forms of insurance maintained by Seller in connection with
          the Business are in full force and effect and no notice of
          cancellation or similar notice has been given to Seller.  Seller
          will undertake all reasonably necessary steps and execute all
          reasonably necessary documents to have all of Seller's insurance
          policies transferred to Buyer upon Closing and to ensure that
          Buyer is covered under said insurance policies for any and all
          losses or claims relating to the Assets or Assumed Liabilities.

     3.13 ACCOUNTS RECEIVABLE.  Schedule 3.13 contains a complete and
          accurate list of all Accounts Receivable as of the date of the
          Balance Sheet.  The schedule delivered by Seller to Buyer on the
          Closing Date pursuant to Section 2.6 will contain a complete and
          accurate list of all Accounts Receivable as of the Closing Date.

     3.14 ACCOUNTS PAYABLE.  Schedule 3.14 contains a complete and
          accurate list of all Accounts Payable as of the date of the
          Balance Sheet.  The schedule delivered by Seller to Buyer on the
          Closing Date pursuant to Section 2.7 will contain a complete and
          accurate list of all Accounts Payable as of the Closing Date.

     3.15 EMPLOYMENT MATTERS.  Except as set forth on Schedule 3.15, all
          of Seller's employees involved in the Business are employed on
          an "at-will" basis and may be terminated by Buyer without
          liability.  Schedule 3.15 lists each salaried employee involved
          in the Business and describes his or her position and salary,
          and describes all benefit plans and other benefits provided or
          available to Seller's employees (including, without limitation,
          retirement, health and death, incentive compensation, and
          vacation benefits).  None of Seller's employees is a member of a
          labor union, nor has Seller encountered any labor union
          activity.  There are no unfunded pension or similar liabilities
          regarding employees of Seller.  Except as set forth on Schedule
          3.15, all pension plans have been properly funded and have at
          all times been administered in material compliance with all
          applicable laws (including, without limitation, ERISA).

     3.16 INTELLECTUAL PROPERTY.  Seller (i) owns or has the right to use
          all trademarks, trade names, service marks, copyrights, patents,
          licenses and rights with respect thereto ("Intellectual
          Property"), used in or necessary for the conduct of the Business
          without, to Seller's knowledge, infringing upon or otherwise
          acting adversely to the right or claimed right of any person
          under or with respect to any of the foregoing and (ii) is not
          obligated or under any liability to make any payments by way of
          royalties, fees or otherwise to any owner or licensee of, or
          other claimant to, any Intellectual Property with respect to the
          use thereof or in connection with the conduct of the Business,
          other than license fees for third party software used to develop
          and deliver Seller's products and services.  A list of all
          Intellectual Property used in or necessary for the conduct of
          the Business and the nature of the ownership or rights with
          respect thereto (including all registrations issued or applied
          for in respect thereof), are set forth on Schedule 3.16.

     3.17 RELATED PARTY TRANSACTIONS.  Except as contemplated or otherwise
          disclosed on Schedule 3.17, no shareholder, officer, director or
          employee of Seller, nor any "affiliate" or "associate" of such
          persons, is a party to, or otherwise has a direct or indirect
          interest in, any transaction with Seller as it relates to the
          Business, including without limitation, any contract, agreement
          or other arrangement providing for the employment of, furnishing
          of services by, rental of real or personal property from, or
          otherwise requiring payments to any such person or entity.

     3.18 COMPLETE AND ACCURATE DISCLOSURE.  No representation or warranty
          made to Buyer in this Agreement contains, or will contain, an
          untrue statement of material fact, or omits or will omit to
          state a material fact necessary to make such representation or
          warranty not misleading.  All documents and information which
          have been or will be delivered to Buyer or its representatives
          by or on behalf of Sellers are and will be true, correct and
          complete copies of the documents they purport to represent.

4.   REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller that:

     4.1  CORPORATE ORGANIZATION.  Buyer is a corporation duly organized,
          validly existing and in good standing under the laws of the
          State of Colorado, with full power and authority (corporate,
          governmental and otherwise) to own and operate its properties
          and business as currently conducted and as contemplated to be
          conducted.

     4.2  CORPORATE POWER; AUTHORIZATION; ENFORCEABLE OBLIGATIONS.  The
          execution, delivery and performance of this Agreement by Buyer
          is within such party's corporate power and authority, and has
          been duly authorized by all requisite corporate action.  This
          Agreement has been, and the other agreements, documents and
          instruments required to be delivered by Buyer pursuant to this
          Agreement (together with this Agreement, the "Buyer's
          Documents") will be duly executed and delivered on behalf of
          Buyer.  This Agreement constitutes, and the Buyer's Documents
          when executed and delivered will constitute, the legal, valid
          and binding obligations of Buyer, enforceable against it in
          accordance with their respective terms, except as the
          enforceability thereof may be limited by bankruptcy, insolvency
          or other laws relating to or affecting creditors' rights
          generally and by general equitable principles.

     4.3  NO CONFLICTS; CONSENTS.  The execution, delivery and performance
          of the Buyer's Documents by Buyer, does not and will not (with
          or without the giving of notice or the passage of time, or both)
          violate, conflict with, result in a breach or default under,
          give rise to any rights of acceleration, modification,
          termination or cancellation of, result in the creation of any
          lien, claim or encumbrance pursuant to, or require any notice or
          consent under, the charter or bylaws of Buyer, or any mortgage,
          indenture, instrument, agreement, understanding or commitment of
          any kind, or any law, regulation, rule, order, judgement or
          decree, to which Buyer is a party or by which Buyer is bound or
          affected.  No authorization, permit, approval or consent of, and
          no registration or filing with, any governmental or regulatory
          authority is required in connection with the execution, delivery
          and performance by Buyer of the Buyer's Documents.

     4.4  FINANCIAL STATEMENTS.  Buyer has delivered to Seller true and
          complete copies of the following financial statements (the
          "Buyer Financial Statements") which are attached hereto as
          Schedule 4.4, all of which have been prepared from Buyer's books
          and records in accordance with generally accepted accounting
          principles (except for the absence of footnotes) consistently
          applied and maintained throughout the periods indicated and
          present fairly and accurately the financial condition and
          results of operations of Buyer at the dates and for the periods
          covered:

          (a)  balance sheet as of the date hereof (the "Buyer Balance
               Sheet"); and

          (b)  income statement for the period from inception to the date
               hereof.

     4.5  ABSENCE OF UNDISCLOSED LIABILITIES.  Buyer has had no operations
          to date except for certain financing activities as described on
          Schedule 4.5. Except as set forth on the Buyer Balance Sheet and
          on Schedule 4.5, Buyer has no material liabilities, obligations
          or commitments.  Without limiting the foregoing, Buyer has not
          incurred any obligation to pay any broker's, finder's or similar
          fees or commissions based on the transactions contemplated by
          this Agreement.

     4.6  CAPITALIZATION OF BUYER.  Schedule 4.6 includes a complete
          capitalization table of Buyer as of the Closing, and an accurate
          and complete copy of the terms and conditions affecting each
          class of security reflected in the table.  Except as shown in
          Schedule 4.6, Buyer does not have outstanding any securities or
          rights which are convertible into or exchangeable for any of its
          capital stock, any phantom stock, profit participation or
          similar rights, any rights to acquire any of the foregoing, and
          Buyer is not subject to any obligation (contingent or otherwise)
          to reacquire any shares of its capital stock.  No shareholder of
          Buyer has any preemptive or other purchase rights with respect
          to the issuance of Buyer's capital stock.

     4.7  COMPLETE AND ACCURATE DISCLOSURE.  No representation or warranty
          made to Seller in this Agreement contains, or will contain, an
          untrue statement of material fact, or omits or will omit to
          state a material fact necessary to make such representation or
          warranty not misleading.  All documents and information which
          have been or will be delivered to Seller or its representatives
          by or on behalf of Buyer are and will be true, correct and
          complete copies of the documents they purport to represent.

5.   COVENANTS OF SELLER PENDING CLOSING

Seller covenants and agrees with Buyer that from the date of this
Agreement to the Closing:

     5.1  CONDUCT OF BUSINESS.  Seller shall conduct the Business only in
          the ordinary course, consistent with its prior practices and
          prudent business practices prevailing in the industry.  For
          example (and not in limitation of the foregoing), Seller shall
          (i) preserve, maintain the condition of, and maintain insurance
          at current levels on, its Assets, (ii) preserve for the benefit
          of Buyer the goodwill of the Business and relations with its
          employees, agents, customers and suppliers.  Without limiting
          the foregoing, Seller shall consult with Buyer regarding all
          significant developments, transactions and proposals relating to
          the Assets or Business.  Seller shall not take any action or
          omit to take any action which reasonably could be expected to
          render inaccurate the representations and warranties contained
          in this Agreement, as if such representations and warranties
          were made at and as of the Closing.

     5.2  ACCESS TO INFORMATION.  Upon reasonable notice and during
          regular business hours, Seller will give Buyer's representatives
          full access to Seller's personnel and to all properties,
          documents, contracts, books and records of Seller as Buyer may
          reasonably require for due diligence purposes and in order to
          consummate the transactions contemplated by this Agreement.
          However, the representations and warranties made in this
          Agreement, or in connection with this transaction, shall not be
          affected or deemed waived by reason of the fact that Buyer or
          its representatives knew or should have known that any such
          representation or warranty is, or might be, inaccurate.

     5.3  CONTINUING DISCLOSURE.  Seller shall promptly disclose to Buyer
          any information contained in its representations and warranties
          made pursuant to this Agreement which, because of an event
          occurring after the date hereof, is incomplete or no longer is
          materially correct as of all times after the date hereof until
          the Closing Date; provided, however, that none of such
          disclosures shall be deemed to modify, amend or supplement the
          representations and warranties of Seller or the schedules hereto
          for the purposes of Section 7 hereof, unless Buyer shall have
          consented thereto in writing.

     5.4  CONFIDENTIALITY.  Unless and until the Closing has been
          consummated, Seller shall hold, and shall cause its employees,
          agents and representatives to hold in confidence any
          confidential data or information of Buyer made available to
          Seller in the course of its discussions with Buyer in connection
          with this Agreement, using the same standard of care to protect
          such confidential data or information as is used to protect
          Seller's confidential information.  If the transactions
          contemplated by this Agreement are not consummated, Seller shall
          return or cause to be returned to Buyer all written materials
          and all copies thereof that were supplied to Seller by Buyer and
          that contain any such confidential data or information.

     5.5  NO SHOPPING.  Seller shall not negotiate with any other person,
          or solicit or entertain any proposal, or furnish to any other
          person any information, concerning the acquisition in any form
          of the Assets or Business or a material interest therein, other
          than Buyer.

     5.6  PRESS RELEASES.  Except as required by applicable law or as
          contemplated herein, Seller shall not give notice to third
          parties or otherwise make any public statement or release
          concerning this Agreement or the transactions contemplated
          hereby except for such written information as shall have been
          approved in writing as to form and content by Buyer, which
          approval shall not be unreasonably withheld.

6.   COVENANTS OF BUYER PENDING CLOSING

Buyer covenants and agrees with Seller that from the date of this
Agreement to the Closing:

     6.1  ACCESS TO INFORMATION.  Upon reasonable notice and during
          regular business hours, Buyer will give Seller's representatives
          full access to Buyer's personnel and to all properties,
          documents, contracts, books and records of Buyer as Seller may
          reasonably require for due diligence purposes and in order to
          consummate the transactions contemplated by this Agreement.
          However, the representations and warranties made in this
          Agreement, or in connection with this transaction, shall not be
          affected or deemed waived by reason of the fact that Seller or
          its representatives knew or should have known that any such
          representation or warranty is, or might be, inaccurate.

     6.2  CONTINUING DISCLOSURE.  Buyer shall promptly disclose to Seller
          any information contained in its representations and warranties
          made pursuant to this Agreement which, because of an event
          occurring after the date hereof, is incomplete or no longer is
          materially correct as of all times after the date hereof until
          the Closing Date; provided, however, that none of such
          disclosures shall be deemed to modify, amend or supplement the
          representations and warranties of Buyer or the schedules hereto
          for the purposes of Section 8 hereof, unless Seller shall have
          consented thereto in writing.

     6.3  CONFIDENTIALITY.  Unless and until the Closing has been
          consummated, Buyer shall hold, and shall cause its employees,
          agents and representatives to hold, in confidence any
          confidential data or information of Seller made available to
          Buyer in the course of its discussions with Seller in connection
          with this Agreement, using the same standard of care to protect
          such confidential data or information as is used to protect
          Buyer's confidential information.  Buyer will disseminate such
          confidential data or information, prior to the consummation of
          the Closing, only with the knowledge and consent of Seller,
          which consent shall not be unreasonably withheld.  Seller
          recognizes that Buyer may utilize certain of Seller's
          confidential data or information in preparing for the operation
          of the Business following the Closing, which may include, but
          shall not be limited to, Buyer's effort to secure additional
          financing for the Business or to provide for a strategic
          relationship with one or more persons or entities.  At all
          times, however, Buyer shall take reasonable care to protect
          Seller's confidential data and information.  If the transactions
          contemplated by this Agreement are not consummated, Buyer shall
          return or cause to be returned to Seller all written materials
          and all copies thereof supplied to Buyer by Seller containing
          any such confidential data or information.

     6.4  PRESS RELEASES.  Except as required by applicable law or as
          contemplated herein, Buyer shall not give notice to third
          parties or otherwise make any public statement or releases
          concerning this Agreement or the transactions contemplated
          hereby except for such written information as shall have been
          approved in writing as to form and content by Seller, which
          approval shall not be unreasonably withheld.

7.   CONDITIONS TO BUYER'S OBLIGATION TO CLOSE

Buyer's obligation to close is subject to the fulfillment of each of the
following conditions precedent (any of which may be waived by Buyer), and
Seller shall use its commercially reasonable efforts to cause each
condition to be fulfilled:

     7.1  PERFORMANCE OF OBLIGATIONS.  Seller shall have complied with and
          performed in all material respects each agreement, covenant and
          condition in this Agreement which are required to be performed
          or complied with by it at or prior to Closing.

     7.2  ACCURACY OF REPRESENTATIONS AND WARRANTIES.  The representations
          and warranties of Seller contained in this Agreement or made in
          connection with this transaction shall be true and correct in
          all material respects at and as of the date of the Closing, as
          if such representations and warranties were made at and as of
          Closing.

     7.3  NO MATERIAL ADVERSE CHANGE.  Since the date of this Agreement,
          no event or development has occurred, and no condition has
          arisen, that has had, or reasonably could be expected to have, a
          Material Adverse Effect.

     7.4  KEY EMPLOYEE AGREEMENTS.  Craig E. Lassen, Dave Selina and Jeff
          Marshall ("Key Employees") shall each have executed and
          delivered to Buyer an employment agreement in substantially the
          form attached as Exhibit 7.4.

     7.5  CONSENTS AND LICENSES.  Buyer shall have obtained all
          governmental approvals, permits and licenses, and shall have
          obtained all other consents and approvals as are necessary in
          the opinion of Buyer's counsel to consummate the transactions
          contemplated herein and to enable Buyer to operate the Business
          as it now is operated.

     7.6  DIRECTOR AND SHAREHOLDER CONSENTS.  Seller shall obtain, execute
          and deliver to Buyer resolutions of the Seller's Board of
          Directors and Shareholders affirming their knowledge and consent
          to the transactions contemplated herein, in a manner
          satisfactory to Buyer's counsel.

     7.7  LOAN EXTENSIONS.  Seller shall obtain and deliver to Buyer
          Extension Agreements for its liabilities listed on Schedule 7.7.
          The Extension Agreements shall defer the listed obligations to
          the date on which 100 credit unions (or other entities
          associated with the credit union industry that provide
          equivalent economics) have subscribed and connected to the
          Company's secure network (or equivalent Company service), or
          otherwise to the satisfaction of Buyer.

     7.8  SATISFACTION WITH DUE DILIGENCE.  Buyer shall be satisfied, in
          its sole reasonable discretion, with the results of its due
          diligence investigation (including, without limitation, its
          investigation of the condition of the Assets and its review of
          Seller's financial statements).

     7.9  ADDITIONAL DOCUMENTS.  Buyer shall have received such documents,
          certificates and other evidence as Buyer or its counsel
          reasonably may request relating to the existence and standing of
          Seller, the authorization, execution and delivery of this
          Agreement by Seller, the accuracy of the representations and
          warranties of Seller contained herein, and the compliance by
          Seller with its obligations hereunder.

8.   CONDITIONS TO SELLER'S OBLIGATIONS TO CLOSE

Seller's obligations to close is subject to the fulfillment of each of the
following conditions precedent (any of which may be waived by Seller), and
Buyer shall use its commercially reasonable efforts to cause each
condition to be fulfilled:

     8.1  PERFORMANCE OF OBLIGATIONS.  Buyer shall have complied with and
          performed in all material respects each agreement, covenant and
          condition in this Agreement which are required to be performed
          or complied with by it at or prior to Closing.

     8.2  ACCURACY OF REPRESENTATIONS AND WARRANTIES.  The representations
          and warranties of Buyer contained in this Agreement, or made in
          connection with this transaction, shall be true and correct in
          all material respects at and as of the date of the Closing, as
          if such representations and warranties were made at and as of
          Closing.

     8.3  NO MATERIAL ADVERSE CHANGE.  Since the date of this Agreement,
          no event or development has occurred, and no condition has
          arisen, that has had, or reasonably could be expected to have, a
          Material Adverse Effect on Buyer.

     8.4  KEY EMPLOYEE AGREEMENTS.  Buyer shall have executed and
          delivered to each of Craig E. Lassen, Dave Selina and Jeff
          Marshall an employment agreement in substantially the form
          attached as Exhibit 7.4.

     8.5  CONSENTS AND LICENSES.  Buyer shall have obtained all
          governmental approvals, permits and licenses, and the parties
          shall have obtained all other consents and approvals as are
          necessary in the opinion of Seller's counsel to consummate the
          transactions contemplated herein and to enable Buyer to operate
          the Business as it now is operated.

     8.6  SHAREHOLDER CONSENT.  Seller shall have obtained consent of
          Seller's Shareholders to the transactions contemplated herein
          satisfactory to Seller's counsel.

     8.7  SATISFACTION WITH DUE DILIGENCE.  Seller shall be satisfied, in
          its sole reasonable discretion, with the results of its due
          diligence investigation (including, without limitation, its
          review of Buyer's financial statements).

     8.8  ADDITIONAL DOCUMENTS.  Seller shall have received such
          documents, certificates and other evidence as Seller or its
          counsel reasonably may request relating to the existence and
          standing of Buyer, the authorization, execution and delivery of
          this Agreement by Buyer, the accuracy of the representations and
          warranties of Buyer contained herein, and the compliance by
          Buyer with its obligations hereunder.  Buyer and Buyer's
          controlling shareholders shall have executed and delivered to
          Seller an Agreement for Sharing of Dilution in substantially the
          form attached as Exhibit 8.8.

9.   ADDITIONAL OBLIGATIONS FOLLOWING CLOSING

     9.1  PRESERVATION OF GOODWILL.  Following Closing, Seller and its
          officers, directors, employees and shareholders will restrict
          their activities so that Buyer's reasonable expectations with
          respect to the goodwill, business reputation, employee
          relations, and prospects connected with the Assets and the
          Business will not be materially impaired thereby.

     9.2  PAYMENTS RECEIVED.  Seller and Buyer shall hold and promptly
          will transfer and deliver to the other, from time to time as and
          when received, any cash, checks (with appropriate endorsements)
          or other property that properly belongs to the other, including,
          without limitation, any insurance proceeds, and after the
          Closing, Buyer shall have the right and authority to endorse
          without recourse the name of the Seller on any check or any
          other evidences of indebtedness received by Buyer on account of
          the Business or the Assets.

     9.3  POST-CLOSING PAYMENTS.  Buyer shall pay the obligations listed
          on Schedule 7.7 on the date (the "100 Customer Date") on which
          100 credit unions (or other entities associated with the credit
          union industry that provide equivalent economics) have
          subscribed and connected to the Company's secure network (or
          equivalent Company service), or otherwise in accordance with the
          Extension Agreement applying to each obligation.

     9.4  STOCK TRANSFERS.  Upon Seller's request after Closing, Buyer
          shall transfer on its books the shares of Buyer's Class A common
          stock and Class B common stock delivered to Seller hereunder,
          into the names of Seller's shareholders in the proportions
          requested by Seller, and shall issue stock certificates
          accordingly against surrender of the stock certificates
          delivered to Seller at Closing.

10.  INDEMNIFICATION

     10.1 INDEMNIFICATION BY SELLER.  Seller agrees to indemnify, defend
          and hold harmless Buyer and its shareholders, officers,
          directors, employees and agents, and their respective successors
          and assigns, from and against any and all claims, suits, losses,
          reasonable expenses (legal, accounting, investigation and
          otherwise), damages and liabilities (including, without
          limitation, tax liabilities), arising out of or relating to (i)
          any liability, obligation or commitment of Seller other than the
          Assumed Liabilities, (ii) the conduct of, or conditions existing
          with respect to, the Business prior to Closing, and (iii) any
          misrepresentation or breach of warranty or covenant made by
          Seller in this Agreement or the Seller's Documents.  However,
          Seller does not indemnify any shareholder of Buyer with respect
          to any claim by that shareholder.

     10.2 INDEMNIFICATION BY BUYER.  Buyer agrees to indemnify, defend and
          hold harmless Seller and its shareholders, officers, directors,
          employees and agents, and their respective successors and
          assigns, from and against any and all claims, suits, losses,
          reasonable expenses (legal, accounting, investigation and
          otherwise), damages and liabilities, arising out of or relating
          to (i) any Assumed Liability, (ii) the conduct of, or conditions
          arising with respect to, the Business after Closing, except to
          the extent such conduct or conditions were caused by a breach of
          Seller's representations or conditions under this Agreement, and
          (iii) any misrepresentation or breach of warranty or covenant
          made by Buyer in this Agreement or the Buyer's Documents.
          However, Buyer does not indemnify any shareholder of Seller with
          respect to any claim by that shareholder.

     10.3 PAYMENT.  Upon the determination of the liability under Sections
          10.1 and 10.2 hereof, the appropriate party shall pay the other,
          as the case may be, within ten days after such determination,
          the amount of any claim for indemnification made hereunder.  In
          the event that the indemnified party is not paid in full for any
          such claim pursuant to the foregoing provisions promptly after
          the other party's obligation to indemnify has been determined in
          accordance herewith, it shall have the right, notwithstanding
          any other rights that it may have against any other person, to
          set off the unpaid amount of any such claim against any amounts
          owed by it under this Agreement, the Seller's Documents or the
          Buyer's Documents.  Upon the payment in full of any claim,
          either by set off or otherwise, the entity making payment shall
          be subrogated to the rights of the indemnified party against any
          person with respect to the subject matter of such claim.

     10.4 NOTICE AND CONTROL.  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.

11.  MISCELLANEOUS

     11.1 TERMINATION.

          (a)  This Agreement may be terminated by written notice of
               termination at any time prior to the Closing, as follows:

               (i)   by mutual consent of Seller and Buyer;

               (ii)  by Buyer, (A) at any time if the representations and
                     warranties of Seller contained herein were incorrect
                     in any material respect when made or at any time
                     thereafter, (B) upon the material breach by Seller
                     of any covenant made herein which cannot be cured
                     within 30 days of breach or (C) upon written notice
                     to Seller given at any time after January 31, 1999
                     if all of the conditions precedent set forth in
                     Section 7 hereof have not been met (provided that
                     Seller shall have 10 business days after the notice
                     to cure the failure of condition); or

               (iii) by Seller, (A) at any time if the representations
                     and warranties of Buyer contained herein were
                     incorrect in any material respect when made or at
                     any time thereafter, (B) upon the material breach by
                     Buyer of any covenant of Buyer made herein which
                     cannot be cured within 30 days of breach or (C) upon
                     written notice to Buyer given at any time after
                     January 31, 1999 if all of the conditions precedent
                     set forth in Section 8 hereof have not been met
                     (provided that Buyer shall have 10 business days
                     after the notice to cure the failure of condition).

          (b)  If Buyer terminates this Agreement for any reason, then, 60
               days after the date of termination, (a) all amounts
               outstanding under the Loan Agreement dated as of September
               14, 1998 between Buyer and Seller will be due and payable,
               (b) Seller will reimburse Buyer for out-of-pocket expenses
               incurred during its due diligence investigation, and (c)
               Seller will pay a $25,000 cancellation fee.

     11.2 EXPENSES.  If the Closing is completed, insurance costs, sales,
          use and transfer taxes arising out of the transactions
          contemplated herein, and legal, accounting and other costs and
          expenses incurred in connection with the transactions
          contemplated herein shall be borne by Buyer.  If this Agreement
          is terminated without a Closing, except as otherwise provided
          herein, legal, accounting and other costs and expenses incurred
          in connection with the transactions contemplated herein shall be
          paid by the party incurring such expenses.

     11.3 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)
               telephonically confirmed fax, (3) receipted courier service
               or (4) 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 Seller:

                    Cavion Technologies, Inc.
                    7475 Dakin Street, Suite 607
                    Denver, Colorado 80221-6920
                    Fax: 303-657-8210
                    Voice:  303-657-8212
                    Attn:   Chief Executive Officer

               (ii) If to Buyer:

                    Network Acquisitions, Inc.
                    5325 S. Valentia Way, Suite 220
                    Englewood, CO 80111
                    Fax: 303-740-9013
                    Voice:  303-740-9013
                    Attn:   Caron Harte

          (b)  Any party hereto may change the address to which notices
               shall be directed under this Section 11.3 by giving written
               notice of such change to the other party.

     11.4 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.

     11.5 COUNTERPARTS.  This Agreement may be executed in any number of
          identical counterparts, each of which shall be deemed to be an
          original, but all such separate counterparts shall together
          constitute but one and the same instrument.

     11.6 GOVERNING LAW; BINDING EFFECT.  This Agreement and each of the
          other Documents attached hereto or contemplated hereby have been
          delivered to and shall be deemed to have been made in Englewood,
          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.

     11.7 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.

     11.8 AMENDMENT AND WAIVER.  Neither this Agreement nor any term
          hereof may be amended orally, nor may any provision hereof be
          waived orally but only by a written instrument signed by the
          parties hereto.

     11.9 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.

     11.10 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.

     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.

CAVION TECHNOLOGIES, INC.               NETWORK ACQUISITIONS, INC.


/s/Craig E. Lassen                      /s/Caron Harte
By: Craig E. Lassen, CEO                By: Caron Harte, President






                             LIST OF SCHEDULES


SCHEDULE NUMBER                    DESCRIPTION
---------------                    -----------

1.1(a)                             Description of Facilities
2.8                                List of Employees
3.4                                Financial Statements
3.5                                Contingent Liabilities
3.6                                Certain Changes or Events
3.8                                Tax Matters
3.9                                Litigation and Investigations
3.10                               Material Contracts
3.11                               Licenses and Permits
3.13                               Accounts Receivable
3.14                               Accounts Payable
3.15                               Salaried Employees
3.16                               Intellectual Property
3.17                               Related Party Transactions
4.4                                Buyer Financial Statements
4.5                                Buyer Obligations
4.6                                Capitalization of Buyer
7.7                                Liabilities to be Deferred



EXHIBIT NUMBER                     DESCRIPTION
--------------                     -----------

2.3(a)                             Bill of Sale, Assignment and Assumption
                                   Agreement
7.4                                Form of Contract for Employment
8.8                                Agreement for Sharing of Dilution



Source: OneCLE Business Contracts.