8-K

                  SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C.  20549




                               FORM 8-K

                            CURRENT REPORT
                  PURSUANT TO SECTION 13 OR 15(d) OF
                  THE SECURITIES EXCHANGE ACT OF 1934


    Date of Report (Date of Earliest Event Reported): July 21, 2000


                       CAVION TECHNOLOGIES, INC.
        (Exact Name of Registrant as Specified in its Charter)



      COLORADO                 0-27055                 84-1472763
(State of Incorporation)   (Commission File         (IRS Employer ID
                               Number)                  Number)


                       6446 South Kenton Street
                       Englewood, Colorado 80111
               (Address of Principal Executive Offices)




                            (720) 875-1900
                    (Registrant's Telephone Number,
                         including Area Code)





ITEM 5.  OTHER EVENTS

     On July 25, 2000, Cavion Technologies(the "Company") issued the
press release attached as Exhibit 99.1 to this report and incorporated
herein by reference.


Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits

     (a)  None

     (b)  None

     (c)  Exhibits.

          10.1      Common Stock Purchase Agreement between the
                    Company and Mothlake International Limited dated
                    July 21, 2000

          10.2      Registration Rights Agreement between the Company
                    and Mothlake International Limited dated July 21,
                    2000

          10.3      Escrow Agreement by and among the Company,
                    Mothlake International Limited and Epstein Becker
                    & Green, P.C. dated July 21, 2000

          10.4      Stock Purchase Warrant for 60,000 Warrants issued
                    to Mothlake International Limited dated July 21,
                    2000

          10.5      Stock Purchase Warrant for 80,000 Warrants issued
                    to Avalon Research Group, Inc. dated July 21, 2000

          10.6      Form of Stock Purchase Warrant for Warrants to be
                    issued to Mothlake International Limited and
                    Avalon Research Group, Inc.

          10.7      Agreement between the Company and Avalon Research
                    Group, Inc. dated June 26, 2000

          10.8      Financial Consulting Agreement between the Company
                    and Strategic Growth International, Inc. dated
                    July 21, 2000

          99.1      Press Release dated July 25, 2000



Date:  July 25, 2000               CAVION TECHNOLOGIES, INC.



                                   By:/s/David J. Selina
                                      David J. Selina, President

EX-10.1

                      COMMON STOCK PURCHASE AGREEMENT


          This COMMON STOCK PURCHASE AGREEMENT (this "Agreement") is dated
as of July 21, 2000 by and between Cavion Technologies, Inc., a Colorado
corporation (the "Company"), and Mothlake International Limited (the
"Purchaser").

          The parties hereto agree as follows:


                                 ARTICLE I

                                DEFINITIONS

          Section 1.1.   CERTAIN DEFINITIONS.

               (a)  "AVERAGE DAILY PRICE" shall be the price based on the
VWAP of the Company on the Principal Market.

               (b)  "DRAW DOWN" shall have the meaning assigned to such
term in Section 6.1(a) hereof.

               (c)  "DRAW DOWN PRICING PERIOD" shall mean a period of
twenty-two (22) consecutive Trading Days beginning on the date specified
in the Draw Down Notice; PROVIDED, HOWEVER, the Draw Down Pricing Period
shall not begin before the day on which receipt of such notice is
confirmed by the Purchaser.

               (d)  "EFFECTIVE DATE" shall mean the date the Registration
Statement of the Company covering the Shares being subscribed for hereby
is declared effective.

               (e)  "MATERIAL ADVERSE EFFECT" shall mean any adverse
effect on the business, operations, properties, prospects or financial
condition of the Company that is material and adverse to the Company and
its subsidiaries and affiliates, taken as a whole and/or any condition,
circumstance, or situation that would prohibit or otherwise materially
interfere with the ability of the Company to perform any of its material
obligations under this Agreement or the Registration Rights Agreement or
to perform its obligations under any other material agreement.

               (f)  "PRINCIPAL MARKET" shall mean initially the Nasdaq
SmallCap Market and shall include the American Stock Exchange, Nasdaq
National Market, the Nasdaq National Market or the New York Stock Exchange
if the Company is listed and trades on such market or exchange. Principal
Market shall not include the OTC Bulletin Board without the express
written consent of the Purchaser.

               (g)  "PURCHASE PRICE" shall mean with respect to Shares
purchased during each applicable Draw Down Pricing Period (excluding
Shares issued upon the exercise of Warrants):

                    (i)  if the Company's average market cap, calculated
by multiplying the number of shares of Common Stock issued and outstanding
by the closing bid price of the Common Stock (the "Market Cap"), is less
than $80,000,000, ninety percent (90%) (the "Purchase Price Percentage")
of the Average Daily Price on the date in question; and

                    (ii) for each $5,000,000 increase in the Market Cap
over $75,000,000 during a Market Cap Period, the Purchase Price Percentage
shall be increased by 0.25% on the date in question until the Purchase
Price Percentage equals 93%; PROVIDED, HOWEVER, each increase in the
Purchase Price Percentage shall only occur if each corresponding increase
in the Market Cap is maintained for at least the twenty-two (22)
consecutive Trading Days prior to the date the applicable Draw Down
Pricing Period commences (a "Market Cap Period".

               (h)  "REGISTRATION STATEMENT" shall mean the registration
statement under the Securities Act of 1933, as amended, to be filed with
the Securities and Exchange Commission for the registration of the Shares
pursuant to the Registration Rights Agreement attached hereto as EXHIBIT
A.

               (i)  "SEC DOCUMENTS" shall mean the Company's latest Form
10-K or 10-KSB as of the time in question, all Forms 10-Q or 10-QSB and 8-
K filed thereafter, and the Proxy Statement for its latest fiscal year as
of the time in question until such time as the Company no longer has an
obligation to maintain the effectiveness of a Registration Statement as
set forth in the Registration Rights Agreement.

               (j)  "SHARES" shall mean, collectively, the shares of
Common Stock of the Company being subscribed for hereunder and those
shares of Common Stock issuable to the Purchaser upon exercise of the
Warrants.

               (k)  "THRESHOLD PRICE" is the lowest Average Daily Price
during any Draw Down Pricing Period at which the Company will sell its
Common Stock with respect to this Agreement.

               (l)  "TRADING DAY" shall mean any day on which the
Principal Market is open for business.

               (m)  "VWAP" shall mean the daily volume weighted average
price of the Company's Common Stock on the Principal Market as reported by
Bloomberg Financial L.P. (based on a trading day from 9:30 am EST to 4:00
pm EST) using the AQR function.

               (n)  "WARRANTS" shall mean the Initial Warrants and the
Purchaser Warrants as those terms are defined in Section 5.2(f) hereof.

                                ARTICLE II

                     PURCHASE AND SALE OF COMMON STOCK

          Section 2.1.   PURCHASE AND SALE OF STOCK.  Subject to the terms
and conditions of this Agreement, the Company may issue and sell to the
Purchaser and the Purchaser shall purchase from the Company up to one
million (1,000,000) shares of the Company's Class A Common Stock (the
"Commitment Amount"), $0.0001 par value per share (the "Common Stock") and
the Warrants, based on Draw Downs of up to One Million Five Hundred
Thousand Dollars ($1,500,000) per Draw Down (as defined below).

          Section 2.2.   THE SHARES.  The Company has authorized and has
reserved and covenants to continue to reserve, free of preemptive rights
and other similar contractual rights of stockholders, a sufficient number
of its authorized but unissued shares of its Common Stock to cover the
Shares to be issued in connection with all Draw Downs requested under this
Agreement. Anything in this Agreement to the contrary notwithstanding, (i)
at no time will the Company request a Draw Down which would result in the
issuance of a number of shares of Common Stock pursuant to this Agreement
which exceeds 19.9% of the number of shares of Common Stock issued and
outstanding on the Closing Date without obtaining stockholder approval of
such excess issuance, and (ii) the Company may not make a Draw Down to the
extent that, after such purchase by the Purchaser, the sum of the number
of shares of Common Stock beneficially owned by the Purchaser and its
affiliates would result in beneficial ownership by the Purchaser and its
affiliates of more than 9.9% of the then outstanding shares of Common
Stock.  For purposes of the immediately preceding sentence, beneficial
ownership shall be determined in accordance with Section 13(d) of the
Securities and Exchange Act of 1934, as amended. Until approval of the
transactions contemplated by this Agreement has been obtained from the
Company's shareholders, no Shares shall be sold or issued under this
Agreement if, and to the extent, such sale or issuance would result in
violation by the Company of Nasdaq Rule 4310(c)(25)(G)(i), or any
successor rule or regulation of Nasdaq or another securities regulating
authority.

          Section 2.3.   PURCHASE PRICE AND INITIAL CLOSING.  The Company
agrees to issue and sell to the Purchaser and, in consideration of and in
express reliance upon the representations, warranties, covenants, terms
and conditions of this Agreement, the Purchaser agrees to purchase that
number of the Shares to be issued in connection with each Draw Down.  The
delivery of executed documents under this Agreement and the other
agreements referred to herein and the payment of the fees set forth in
Article II of the Escrow Agreement (the "Initial Closing") shall take
place at the offices of Epstein Becker & Green, P.C., 250 Park Avenue, New
York, New York 10177 within fifteen (15) days from the date hereof, or
(ii) such other time and place or on such date as the Purchaser and the
Company may agree upon (the "Initial Closing Date").  Each party shall
deliver all documents, instruments and writings required to be delivered
by such party pursuant to this Agreement at or prior to the Initial
Closing.

                                ARTICLE III

                      REPRESENTATIONS AND WARRANTIES

          Section 3.1.   REPRESENTATION AND WARRANTIES OF THE COMPANY.
The Company hereby makes the following representations and warranties to
the Purchaser:

               (a)  ORGANIZATION, GOOD STANDING AND POWER.  The Company is
a corporation duly incorporated validly existing and in good standing
under the laws of the State of Colorado and has all requisite corporate
authority to own, lease and operate its properties and assets and to carry
on its business as now being conducted.  The Company does not have any
subsidiaries and does not own more than fifty percent (50%) of or control
any other business entity except as set forth in the SEC Documents.  The
Company is duly qualified to do business and is in good standing as a
foreign corporation in every jurisdiction in which the nature of the
business conducted or property owned by it makes such qualification
necessary, other than those in which the failure so to qualify would not
have a Material Adverse Effect on the Company's financial condition.

               (b)  AUTHORIZATION, ENFORCEMENT.  (i) The Company has the
requisite corporate power and corporate authority to enter into and
perform its obligations under this Agreement, the Registration Rights
Agreement, the Escrow Agreement and to issue the Draw Down Shares pursuant
to their respective terms, (ii) the execution, issuance and delivery of
this Agreement, the Registration Rights Agreement and the Escrow Agreement
by the Company and the consummation by it of the transactions contemplated
hereby have been duly authorized by all necessary corporate action and no
further consent or authorization of the Company or its Board of Directors
or stockholders is required, and (iii) this Agreement, the Registration
Rights Agreement and the Escrow Agreement have been duly executed and
delivered by the Company and at the Initial Closing shall constitute valid
and binding obligations of the Company enforceable against the Company in
accordance with their terms, except as such enforceability may be limited
by applicable bankruptcy, insolvency, reorganization, moratorium,
liquidation, conservatorship, receivership or similar laws relating to, or
affecting generally the enforcement of, creditors' rights and remedies or
by other equitable principles of general application.  The Company has
duly and validly authorized and reserved for issuance shares of Common
Stock sufficient in number for the issuance of the Draw Down Shares.

               (c)  CAPITALIZATION.  The authorized capital stock of the
Company consists of 19,970,000 shares of Class A Common Stock of which
4,966,974 shares are issued and outstanding and 10,000,000 shares of
preferred stock of which none are issued and outstanding.  All of the
outstanding shares of the Company's Common Stock have been duly and
validly authorized and are fully-paid and non-assessable, except as set
forth in the SEC Documents.  Except as set forth in this Agreement and the
Registration Rights Agreement and as set forth in the SEC Documents, or on
SCHEDULE 3.1(c) hereto, no shares of Common Stock are entitled to
preemptive rights or registration rights and there are no outstanding
options, warrants, scrip, rights to subscribe to, calls or commitments of
any character whatsoever relating to, or securities or rights convertible
into, any shares of capital stock of the Company.  Furthermore, except as
set forth in this Agreement and as set forth in the SEC Documents or on
Schedule 3.1(c), there are no contracts, commitments, understandings, or
arrangements by which the Company is or may become bound to issue
additional shares of the capital stock of the Company or options,
securities or rights convertible into shares of capital stock of the
Company. Except as set forth in SCHEDULE 3.1(c), the Company is not a
party to any agreement granting registration rights to any person with
respect to any of its equity or debt securities.  Except as set forth in
SCHEDULE 3.1(c), the Company is not a party to, and it has no knowledge
of, any agreement restricting the voting or transfer of any shares of the
capital stock of the Company.  Except as set forth in the SEC Documents or
on SCHEDULE 3.1(c) hereto, the offer and sale of all capital stock,
convertible securities, rights, warrants, or options of the Company issued
prior to the Initial Closing complied with all applicable federal and
state securities laws, and no stockholder has a right of rescission or
damages with respect thereto which would have a Material Adverse Effect on
the Company's financial condition or operating results.  The Company has
made available to the Purchaser true and correct copies of the Company's
Articles of Incorporation as in effect on the date hereof (the
"Articles"), and the Company's Bylaws as in effect on the date hereof (the
"Bylaws").  The Company has not received any notice from the Principal
Market questioning or threatening the continued inclusion of the Common
Stock on such market.

               (d)  ISSUANCE OF SHARES.  The Shares to be issued under
this Agreement have been duly authorized by all necessary corporate action
and, when paid for or issued in accordance with the terms hereof, the
Shares shall be validly issued and outstanding, fully paid and non-
assessable, and the Purchaser shall be entitled to all rights accorded to
a holder of Common Stock.

               (e)  NO CONFLICTS.  The execution, delivery and performance
of this Agreement by the Company and the consummation by the Company of
the transactions contemplated herein do not and will not (i) violate any
provision of the Company's Articles or Bylaws, (ii) conflict with, or
constitute a default (or an event which with notice or lapse of time or
both would become a default) under, or give to others any rights of
termination, amendment, acceleration or cancellation of, any agreement,
mortgage, deed of trust, indenture, note, bond, license, lease agreement,
instrument or obligation to which the Company is a party, (iii) create or
impose a lien, charge or encumbrance on any property of the Company under
any agreement or any commitment to which the Company is a party or by
which the Company is bound or by which any of its respective properties or
assets are bound, or (iv) result in a violation of any federal, state,
local or other foreign statute, rule, regulation, order, judgment or
decree (including any federal or state securities laws and regulations)
applicable to the Company or any of its subsidiaries or by which any
property or asset of the Company or any of its subsidiaries are bound or
affected, except, in all cases, for such conflicts, defaults, termination,
amendments, accelerations, cancellations and violations as would not,
individually or in the aggregate, have a Material Adverse Effect.  The
business of the Company and its subsidiaries is not being conducted in
violation of any laws, ordinances or regulations of any governmental
entity, except for possible violations which singularly or in the
aggregate do not and will not have a Material Adverse Effect.  The Company
is not required under any federal, state or local law, rule or regulation
to obtain any consent, authorization or order of, or make any filing or
registration with, any court or governmental agency in order for it to
execute, deliver or perform any of its obligations under this Agreement,
or issue and sell the Shares in accordance with the terms hereof (other
than any filings which may be required to be made by the Company with the
Securities and Exchange Commission (the "SEC") or state securities
administrators subsequent to the Initial Closing and any registration
statement which may be filed pursuant hereto); provided that, for purpose
of the representation made in this sentence, the Company is assuming and
relying upon the accuracy of the relevant representations and agreements
of the Purchaser herein.

               (f)  SEC DOCUMENTS, FINANCIAL STATEMENTS.  The Common Stock
of the Company is registered pursuant to Section 12(g) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, except as
disclosed in the SEC Documents or on SCHEDULE 3.1(f) hereto, the Company
has timely filed all reports, schedules, forms, statements and other
documents required to be filed by it with the SEC pursuant to the
reporting requirements of the Exchange Act, including material filed
pursuant to Section 13(a) or 15(d) of the Exchange Act (all of the
foregoing including filings incorporated by reference therein being
referred to herein as the "SEC Documents").  The Company has delivered or
made available to the Purchaser true and complete copies of the SEC
Documents filed with the SEC since December 31, 1998.  The Company has not
provided to the Purchaser any information which, according to applicable
law, rule or regulation, should have been disclosed publicly by the
Company but which has not been so disclosed, other than with respect to
the transactions contemplated by this Agreement.  As of their respective
filing dates, the SEC Documents complied in all material respects with the
requirements of the Exchange Act and the rules and regulations of the SEC
promulgated thereunder applicable to such documents, and, as of their
respective filing dates, none of the SEC Documents contained any untrue
statement of a material fact or omitted to state a material fact required
to be stated therein or necessary in order to make the statements therein,
in light of the circumstances under which they were made, not misleading.
The financial statements of the Company included in the SEC Documents
comply as to form in all material respects with applicable accounting
requirements and the published rules and regulations of the SEC or other
applicable rules and regulations with respect thereto.  Such financial
statements have been prepared in accordance with generally accepted
accounting principles ("GAAP") applied on a consistent basis during the
periods involved (except (i) as may be otherwise indicated in such
financial statements or the notes thereto or (ii) in the case of unaudited
interim statements, to the extent they may not include footnotes or may be
condensed or summary statements), and fairly present in all material
respects the financial position of the Company and its subsidiaries as of
the dates thereof and the results of operations and cash flows for the
periods then ended (subject, in the case of unaudited statements, to
normal year-end audit adjustments).

               (g)  SUBSIDIARIES.  The SEC Documents or SCHEDULE 3.1(g)
hereto sets forth each subsidiary of the Company, showing the jurisdiction
of its incorporation or organization and showing the percentage of each
person's ownership of the outstanding stock or other interests of such
subsidiary.  For the purposes of this Agreement, "subsidiary" shall mean
any corporation or other entity of which at least a majority of the
securities or other ownership interests having ordinary voting power
(absolutely or contingently) for the election of directors or other
persons performing similar functions are at the time owned directly or
indirectly by the Company and/or any of its other subsidiaries.  All of
the outstanding shares of capital stock of each subsidiary have been duly
authorized and validly issued, and are fully paid and non-assessable.
There are no outstanding preemptive, conversion or other rights, options,
warrants or agreements granted or issued by or binding upon any subsidiary
for the purchase or acquisition of any shares of capital stock of any
subsidiary or any other securities convertible into, exchangeable for or
evidencing the rights to subscribe for any shares of such capital stock.
Neither the Company nor any subsidiary is subject to any obligation
(contingent or otherwise) to repurchase or otherwise acquire or retire any
shares of the capital stock of any subsidiary or any convertible
securities, rights, warrants or options of the type described in the
preceding sentence.  Neither the Company nor any subsidiary is a party to,
nor has any knowledge of, any agreement restricting the voting or transfer
of any shares of the capital stock of any subsidiary.

               (h)  NO MATERIAL ADVERSE EFFECT.  Since March 31, 2000 no
Material Adverse Effect has occurred or exists with respect to the
Company, except as disclosed in the SEC Documents or on SCHEDULE 3.1(h)
hereof.

               (i)  NO UNDISCLOSED LIABILITIES.  Except as disclosed in
the SEC Documents or on SCHEDULE 3.1(i) hereto, neither the Company nor
any of its subsidiaries has any liabilities, obligations, claims or losses
(whether liquidated or unliquidated, secured or unsecured, absolute,
accrued, contingent or otherwise) that would be required to be disclosed
on a balance sheet of the Company or any subsidiary (including the notes
thereto) in conformity with GAAP which are not disclosed in the SEC
Documents, other than those incurred in the ordinary course of the
Company's or its subsidiaries respective businesses since such date and
which, individually or in the aggregate, do not or would not have a
Material Adverse Effect on the Company or its subsidiaries.

               (j)  NO UNDISCLOSED EVENTS OR CIRCUMSTANCES.  Since March
31, 2000, no event or circumstance has occurred or exists with respect to
the Company or its businesses, properties, prospects, operations or
financial condition, that, under applicable law, rule or regulation,
requires public disclosure or announcement prior to the date hereof by the
Company but which has not been so publicly announced or disclosed in the
SEC Documents.

               (k)  INDEBTEDNESS.  The SEC Documents or SCHEDULE 3.1(k)
hereto sets forth as of the date hereof all outstanding secured and
unsecured Indebtedness of the Company or any subsidiary, or for which the
Company or any subsidiary has commitments.  For the purposes of this
Agreement, "Indebtedness" shall mean (A) any liabilities for borrowed
money or amounts owed in excess of $250,000 (other than trade accounts
payable incurred in the ordinary course of business), (B) all guaranties,
endorsements and contingent obligations in respect of Indebtedness of
others, whether or not the same are or should be reflected in the
Company's balance sheet (or the notes thereto), except guaranties by
endorsement of negotiable instruments for deposit or collection or similar
transactions in the ordinary course of business; and (C) the present value
of any lease payments in excess of $250,000 due under leases required to
be capitalized in accordance with GAAP.  Neither the Company nor any
subsidiary is in default with respect to any Indebtedness.

               (l)  TITLE TO ASSETS.  Each of the Company and the
subsidiaries has good and marketable title to all of its real and personal
property reflected in the SEC Documents, free of any mortgages, pledges,
charges, liens, security interests or other encumbrances, except for those
indicated in the SEC Documents or on SCHEDULE 3.1(1) hereto or such that
do not cause a Material Adverse Effect on the Company's financial
condition or operating results.  All said leases of the Company and each
of its subsidiaries are valid and subsisting and in full force and effect.

               (m)  ACTIONS PENDING.  There is no action, suit, claim,
investigation or proceeding pending or, to the knowledge of the Company,
threatened against the Company or any subsidiary which questions the
validity of this Agreement or the transactions contemplated hereby or any
action taken or to be taken pursuant hereto or thereto.  Except as set
forth in the SEC Documents or on SCHEDULE 3.1(m) hereto, there is no
action, suit, claim, investigation or proceeding pending or, to the
knowledge of the Company, threatened, against or involving the Company,
any subsidiary or any of their respective properties or assets.  There are
no outstanding orders, judgments, injunctions, awards or decrees of any
court, arbitrator or governmental or regulatory body against the Company
or any subsidiary.

               (n)  COMPLIANCE WITH LAW.  The business of the Company and
the subsidiaries has been and is presently being conducted in accordance
with all applicable federal, state and local governmental laws, rules,
regulations and ordinances, except as set forth in the SEC Documents or on
SCHEDULE 3.1(n) hereto or such that do not cause a Material Adverse
Effect.  The Company and each of its subsidiaries have all franchises,
permits, licenses, consents and other governmental or regulatory
authorizations and approvals necessary for the conduct of their respective
businesses as now being conducted by them unless the failure to possess
such franchises, permits, licenses, consents and other governmental or
regulatory authorizations and approvals, individually or in the aggregate,
could not reasonably be expected to have a Material Adverse Effect.

               (o)  TAXES.  The Company and each subsidiary has filed all
Tax Returns which it is required to file under applicable laws; all such
Tax Returns are true and accurate and has been prepared in compliance with
all applicable laws; the Company has paid all Taxes due and owing by it or
any subsidiary (whether or not such Taxes are required to be shown on a
Tax Return) and have withheld and paid over to the appropriate taxing
authorities all Taxes which it is required to withhold from amounts paid
or owing to any employee, stockholder, creditor or other third parties;
and since December 31, 1999, the charges, accruals and reserves for Taxes
with respect to the Company (including any provisions for deferred income
taxes) reflected on the books of the Company are adequate to cover any Tax
liabilities of the Company if its current tax year were treated as ending
on the date hereof.

          No claim has been made by a taxing authority in a jurisdiction
where the Company does not file tax returns that the Company or any
subsidiary is or may be subject to taxation by that jurisdiction.  There
are no foreign, federal, state or local tax audits or administrative or
judicial proceedings pending or being conducted with respect to the
Company or any subsidiary; no information related to Tax matters has been
requested by any foreign, federal, state or local taxing authority; and,
except as disclosed above, no written notice indicating an intent to open
an audit or other review has been received by the Company or any
subsidiary from any foreign, federal, state or local taxing authority.
There are no material unresolved questions or claims concerning the
Company's Tax liability.  The Company (A) has not executed or entered into
a closing agreement pursuant to Section 7121 of the Internal Revenue Code
or any predecessor provision thereof or any similar provision of state,
local or foreign law; and (B) has not agreed to or is required to make any
adjustments pursuant to Section 481 (a) of the Internal Revenue Code or
any similar provision of state, local or foreign law by reason of a change
in accounting method initiated by the Company or any of its subsidiaries
or has any knowledge that the IRS has proposed any such adjustment or
change in accounting method, or has any application pending with any
taxing authority requesting permission for any changes in accounting
methods that relate to the business or operations of the Company.  The
Company has not been a United States real property holding corporation
within the meaning of Section 897(c)(2) of the Internal Revenue Code
during the applicable period specified in Section 897(c)(1)(A)(ii) of the
Internal Revenue Code.

          The Company has not made an election under Section 341(f) of the
Internal Revenue Code.  The Company is not liable for the Taxes of another
person that is not a subsidiary of the Company under (A) Treas. Reg.
Section 1.1502-6 (or comparable provisions of state, local or foreign
law), (B) as a transferee or successor, (C) by contract or indemnity or
(D) otherwise.  The Company is not a party to any tax sharing agreement.
The Company has not made any payments, is not obligated to make payments
nor is it a party to an agreement that could obligate it to make any
payments that would not be deductible under Section 280G of the Internal
Revenue Code.

          For purposes of this Section 3.1(o):

          "IRS" means the United States Internal Revenue Service.

          "TAX" or "TAXES" means federal, state, county, local, foreign,
or other income, gross receipts, ad valorem, franchise, profits, sales or
use, transfer, registration, excise, utility, environmental,
communications, real or personal property, capital stock, license,
payroll, wage or other withholding, employment, social security,
severance, stamp, occupation, alternative or add-on minimum, estimated and
other taxes of any kind whatsoever (including, without limitation,
deficiencies, penalties, additions to tax, and interest attributable
thereto) whether disputed or not.

          "TAX RETURN" means any return, information report or filing with
respect to Taxes, including any schedules attached thereto and including
any amendment thereof.

               (p)  CERTAIN FEES.  Except as set forth on SCHEDULE 3.1(p)
hereto, no brokers, finders or financial advisory fees or commissions will
be payable by the Company or any subsidiary with respect to the
transactions contemplated by this Agreement.

               (q)  DISCLOSURE.  To the best of the Company's knowledge,
neither this Agreement or the Schedules hereto nor any other documents,
certificates or instruments furnished to the Purchaser by or on behalf of
the Company or any subsidiary in connection with the transactions
contemplated by this Agreement contain any untrue statement of a material
fact or omits to state a material fact necessary in order to make the
statements made herein or therein, in the light of the circumstances under
which they were made herein or therein, not misleading.

               (r)  OPERATION OF BUSINESS.  The Company and each of the
subsidiaries owns or possesses all patents, trademarks, service marks,
trade names, copyrights, licenses and authorizations as set forth in the
SEC Documents or on SCHEDULE 3.1(r) hereto, and all rights with respect to
the foregoing, which are necessary for the conduct of its business as now
conducted without any conflict with the rights of others.

               (s)  REGULATORY COMPLIANCE.  The Company has all necessary
licenses, registrations and permits to conduct its business as now being
conducted in all states where the Company conducts its business.

               (t)  BOOKS AND RECORDS.  The records and documents of the
Company and its subsidiaries accurately reflect in all material respects
the information relating to the business of the Company and the
subsidiaries, the location and collection of their assets, and the nature
of all transactions giving rise to the obligations or accounts receivable
of the Company or any subsidiary.

               (u)  MATERIAL AGREEMENTS.  Except as set forth in the SEC
Documents, or on SCHEDULE 3.1(u) hereto, neither the Company nor any
subsidiary is a party to any written or oral contract, instrument,
agreement, commitment, obligation, plan or arrangement, a copy of which
would be required to be filed with the SEC as an exhibit to a registration
statement on Form S-1 or other applicable form (collectively, "Material
Agreements") if the Company or any subsidiary were registering securities
under the Securities Act of 1933, as amended (the "Securities Act").
Except as set forth in SCHEDULE 3.1(u), the Company and each of its
subsidiaries has in all material respects performed all the obligations
required to be performed by them to date under the foregoing agreements,
have received no notice of default and, to the best of the Company's
knowledge are not in default under any Material Agreement now in effect,
the result of which could cause a Material Adverse Effect.  No written or
oral contract, instruments, agreement, commitment, obligation, plan or
arrangement of the Company or of any subsidiary limits or shall limit the
payment of dividends on the Company's Common Stock.

               (v)  TRANSACTIONS WITH AFFILIATES.  Except as set forth in
the SEC Documents or on SCHEDULE 3.1(v) hereto, there are no loans,
leases, agreements, contracts, royalty agreements, management contracts or
arrangements or other continuing transactions exceeding $100,000 between
(A) the Company, any subsidiary or any of their respective customers or
suppliers on the one hand, and (B) on the other hand, any officer,
employee, consultant or director of the Company, or any of its
subsidiaries, or any person owning any capital stock of the Company or any
subsidiary or any member of the immediate family of such officer,
employee, consultant, director or stockholder or any corporation or other
entity controlled by such officer, employee, consultant, director or
stockholder, or a member of the immediate family of such officer,
employee, consultant, director or stockholder.

               (w)  SECURITIES LAWS.  The Company has complied and will
comply with all applicable federal and state securities laws in connection
with the offer, issuance and sale of the Shares hereunder.  Neither the
Company nor anyone acting on its behalf, directly or indirectly, has or
will sell, offer to sell or solicit offers to buy the Shares or similar
securities to, or solicit offers with respect thereto from, or enter into
any preliminary conversations or negotiations relating thereto with, any
person (other than the Purchaser), so as to bring the issuance and sale of
the Shares and/or Warrants under the registration provisions of the
Securities Act and applicable state securities laws.  Neither the Company
nor any of its affiliates, nor any person acting on its or their behalf,
has engaged in any form of general solicitation or general advertising
(within the meaning of Regulation D under the Securities Act) in
connection with the offer or sale of the Shares.

               (x)  EMPLOYEES.  Neither the Company nor any subsidiary has
any collective bargaining arrangements or agreements covering any of its
employees, except as set forth in the SEC Documents or on SCHEDULE 3.1(x)
hereto.  Except as set forth in the SEC Documents or on SCHEDULE 3.1(x)
hereto, neither the Company nor any subsidiary is in breach of any
employment contract, agreement regarding proprietary information,
noncompetition agreement, nonsolicitation agreement, confidentiality
agreement, or any other similar contract or restrictive covenant, relating
to the right of any officer, employee or consultant to be employed or
engaged by the Company or such subsidiary. Since the date of the September
30, 1999, Form 10-KSB, no officer, consultant or key employee of the
Company or any subsidiary whose termination, either individually or in the
aggregate, could have a Material Adverse Effect, has terminated or, to the
knowledge of the Company, has any present intention of terminating his or
her employment or engagement with the Company or any subsidiary.

               (y)  ABSENCE OF CERTAIN DEVELOPMENTS.  Except as provided
in SEC Documents or in SCHEDULE 3.1(y) hereto, since March 31, 2000,
neither the Company nor any subsidiary has:

                    (i)  issued any stock, bonds or other corporate
securities or any rights, options or warrants with respect thereto;

                    (ii) borrowed any amount or incurred or become subject
to any liabilities (absolute or contingent) except current liabilities
incurred in the ordinary course of business which are comparable in nature
and amount to the current liabilities incurred in the ordinary course of
business during the comparable portion of its prior fiscal year, as
adjusted to reflect the current nature and volume of the Company's or such
subsidiary's business;

                    (iii) discharged or satisfied any lien or encumbrance
or paid any obligation or liability (absolute or contingent), other than
current liabilities paid in the ordinary course of business;

                    (iv) declared or made any payment or distribution of
cash or other property to stockholders with respect to its stock, or
purchased or redeemed, or made any agreements so to purchase or redeem,
any shares of its capital stock;

                    (v)  sold, assigned or transferred any other tangible
assets, or canceled any debts or claims, except in the ordinary course of
business;

                    (vi) sold, assigned or transferred any patent rights,
trademarks, trade names, copyrights, trade secrets or other intangible
assets or intellectual property rights, or disclosed any proprietary
confidential information to any person except to customers in the ordinary
course of business or to the Purchaser or its representatives;

                    (vii) suffered any substantial losses or waived any
rights of material value, whether or not in the ordinary course of
business, or suffered the loss of any material amount of prospective
business;

                    (viii) made any changes in employee compensation
except in the ordinary course of business and consistent with past
practices;

                    (ix) made capital expenditures or commitments therefor
that aggregate in excess of $500,000;

                    (x)  entered into any other material transaction,
whether or not in the ordinary course of business;

                    (xi) suffered any material damage, destruction or
casualty loss, whether or not covered by insurance;

                    (xii) experienced any material problems with labor or
management in connection with the terms and conditions of their
employment; or

                    (xiii) effected any two or more events of the
foregoing kind which in the aggregate would be material to the Company or
its subsidiaries.

               (aa) USE OF PROCEEDS.  The proceeds from the sale of the
Shares will be used by the Company and its subsidiaries for general
corporate purposes.

               (bb) ACKNOWLEDGMENT REGARDING PURCHASER'S PURCHASE OF
SHARES.  Company acknowledges and agrees that Purchaser is acting solely
in the capacity of arm's length purchaser with respect to this Agreement
and the transactions contemplated hereunder.  The Company further
acknowledges that the Purchaser is not acting as a financial advisor or
fiduciary of the Company (or in any similar capacity) with respect to this
Agreement and the transactions contemplated hereunder and any advice given
by the Purchaser or any of its representatives or agents in connection
with this Agreement and the transactions contemplated hereunder is merely
incidental to the Purchaser's purchase of the Shares.  The Company further
represents to the Purchaser that the Company's decision to enter into this
Agreement has been based solely on the independent evaluation by the
Company and its own representatives and counsel.

          Section 3.2.   REPRESENTATIONS AND WARRANTIES OF THE PURCHASER.
The Purchaser hereby makes the following representations and warranties to
the Company:

               (a)  ORGANIZATION AND STANDING OF THE PURCHASER.  The
Purchaser is a corporation duly incorporated, validly existing and in good
standing under the laws of British Virgin Islands.

               (b)  AUTHORIZATION AND POWER.  The Purchaser has the
requisite power and authority to enter into and perform this Agreement and
to purchase the Shares being sold to it hereunder.  The execution,
delivery and performance of this Agreement by Purchaser and the
consummation by it of the transactions contemplated hereby have been duly
authorized by all necessary corporate action.

               (c)  NO CONFLICTS.  The execution, delivery and performance
of this Agreement and the consummation by the Purchaser of the
transactions contemplated hereby or relating hereto do not and will not
(i) result in a violation of such Purchaser's charter documents or bylaws
or (ii) conflict with, or constitute a default (or an event which with
notice or lapse of time or both would become a default) under, or give to
others any rights of termination, amendment, acceleration or cancellation
of any agreement, indenture or instrument to which the Purchaser is a
party, or result in a violation of any law, rule, or regulation, or any
order, judgment or decree of any court or governmental agency applicable
to the Purchaser or its properties (except for such conflicts, defaults
and violations as would not, individually or in the aggregate, have a
Material Adverse Effect on Purchaser).  The Purchaser is not required to
obtain any consent, authorization or order of, or make any filing or
registration with, any court or governmental agency in order for it to
execute, deliver or perform any of its obligations under this Agreement or
to purchase the Shares in accordance with the terms hereof, provided that
for purposes of the representation made in this sentence, the Purchaser is
assuming and relying upon the accuracy of the relevant representations and
agreements of the Company herein.

               (d)  FINANCIAL RISKS.  The Purchaser acknowledges that it
is able to bear the financial risks associated with an investment in the
Shares and that it has been given full access to such records of the
Company and the subsidiaries and to the officers of the Company and the
subsidiaries as it has deemed necessary or appropriate to conduct its due
diligence investigation.  The Purchaser is capable of evaluating the risks
and merits of an investment in the Shares by virtue of its experience as
an investor and its knowledge, experience, and sophistication in financial
and business matters and the Purchaser is capable of bearing the entire
loss of its investment in the Shares.

               (e)  ACCREDITED INVESTOR.  The Purchaser is an "accredited
investor" as defined in Regulation D promulgated under the Securities Act.

               (f)  COMPLIANCE WITH LAW.  The Purchaser's trading and
distribution activities with respect to the Shares will be in compliance
with all applicable state and federal securities laws, rules and
regulations and the rules and regulations of the Principal Market.

               (g)  GENERAL.  The Purchaser understands that the Company
is relying upon the truth and accuracy of the representations, warranties,
agreements, acknowledgments and understandings of the Purchaser set forth
herein in order to determine the suitability of the Purchaser to acquire
the Shares.

                                ARTICLE IV

                                 COVENANTS

          The Company covenants with the Purchaser as follows:

          Section 4.1.   SECURITIES COMPLIANCE.

          If applicable, the Company shall notify the NASD, in accordance
with their rules and regulations, of the transactions contemplated by this
Agreement, and shall take all other necessary action and proceedings as
may be required and permitted by applicable law, rule and regulation, for
the legal and valid issuance of the Shares and the Warrants to the
Purchaser or subsequent holders.

          Section 4.2.   REGISTRATION AND LISTING.  The Company will cause
its Common Stock to continue to be registered under Sections 12(b) or
12(g) of the Exchange Act, will comply in all respects with its reporting
and filing obligations under the Exchange Act, will comply with all
requirements related to any registration statement filed pursuant to this
Agreement, and will not take any action or file any document (whether or
not permitted by the Securities Act or the rules promulgated thereunder)
to terminate or suspend such registration or to terminate or suspend its
reporting and filing obligations under the Exchange Act or Securities Act,
except as permitted herein. The Company will take all action necessary to
continue the listing or trading of its Common Stock on the Principal
Market and will comply in all respects with the Company's reporting,
filing and other obligations under the bylaws or rules of the NASD and the
Principal Market.

          Section 4.3.   REGISTRATION STATEMENT.  The Company shall cause
to be filed the Registration Statement, which Registration Statement shall
provide for the resale of the Shares by the Purchaser to the public in
accordance with this Agreement.  The Company shall cause such Registration
Statement to be declared effective by the SEC as expeditiously as
practicable.  Before the Purchaser shall be obligated to accept a Draw
Down request from the Company, the Company shall have caused a sufficient
number of shares of Common Stock to be registered to cover the Shares to
be issued in connection with such Draw Down.

          Section 4.4.   ESCROW ARRANGEMENT.  The Company and the
Purchaser shall enter into an escrow arrangement with Epstein Becker &
Green, P.C. (the "Escrow Agent") in the Form of EXHIBIT B hereto
respecting payment against delivery of the Shares.

          Section 4.5.   COMPLIANCE WITH LAWS.  The Company shall comply,
and cause each subsidiary to comply, with all applicable laws, rules,
regulations and orders, noncompliance with which could have a Material
Adverse Effect.

          Section 4.6.   KEEPING OF RECORDS AND BOOKS OF ACCOUNT.  The
Company shall keep and cause each subsidiary to keep adequate records and
books of account, in which complete entries will be made in accordance
with GAAP consistently applied, reflecting all financial transactions of
the Company and its subsidiaries, and in which, for each fiscal year, all
proper reserves for depreciation, depletion, obsolescence, amortization,
taxes, bad debts and other purposes in connection with its business shall
be made.

          Section 4.7.   AMENDMENTS.  The Company shall not amend or waive
any provision the Articles or Bylaws of the Company in any way that would
adversely affect the dividend rights or voting rights of the holders of
the Shares.

          Section 4.8.   OTHER AGREEMENTS.  The Company shall not enter
into any agreement the terms of which such agreement would restrict or
impair the ability to perform of the Company or any subsidiary under this
Agreement.

          Section 4.9.   NOTICE OF CERTAIN EVENTS AFFECTING REGISTRATION;
SUSPENSION OF RIGHT TO REQUEST A DRAW DOWN.  The Company will immediately
notify the Purchaser upon the occurrence of any of the following events in
respect of the Registration Statement or related prospectus in respect of
the Shares: (i) receipt of any request for additional information from the
SEC or any other federal or state governmental authority during the period
of effectiveness of the Registration Statement the response to which would
require any amendments or supplements to the Registration Statement or
related prospectus; (ii) the issuance by the SEC or any other federal or
state governmental authority of any stop order suspending the
effectiveness of the Registration Statement or the initiation of any
proceedings for that purpose; (iii) receipt of any notification with
respect to the suspension of the qualification or exemption from
qualification of any of the Shares for sale in any jurisdiction or the
initiation or threatening of any proceeding for such purpose; (iv) the
happening of any event that makes any statement made in the Registration
Statement or related prospectus or any document incorporated or deemed to
be incorporated therein by reference untrue in any material respect or
that requires the making of any changes in the Registration Statement,
related prospectus or documents so that, in the case of the Registration
Statement, it will not contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary
to make the statements therein not misleading, and that in the case of the
related prospectus, it will not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; and (v) the
Company's reasonable determination that a post-effective amendment to the
Registration Statement would be appropriate; and the Company will promptly
make available to the Purchaser any such supplement or amendment to the
related prospectus. The Company shall not deliver to the Purchaser any
Draw Down Notice during the continuation of any of the foregoing events.

          Section 4.10.  CONSOLIDATION; MERGER.  The Company shall not, at
any time after the date hereof, effect any merger or consolidation of the
Company with or into, or a transfer of all or substantially all of the
assets of the Company to, another entity (a "Consolidation Event") unless
the resulting successor or acquiring entity (if not the Company) assumes
by written instrument or by operation of law the obligation to deliver to
the Purchaser such shares of stock and/or securities as the Purchaser is
entitled to receive pursuant to this Agreement.

          Section 4.11.  LIMITATION ON FUTURE FINANCING.  The Company
agrees that, except as set forth below, it will not enter into any sale of
its securities for cash at a discount to the current market price until
the earlier of (i) 24 months from the effective date of the Registration
Statement or (ii) sixty (60) days after the entire Commitment Amount has
been purchased by Purchaser. The foregoing shall not prevent or limit the
Company from engaging in any sale of securities (i) in a registered public
offering by the Company which is underwritten by one or more established
investment banks, (ii) in one or more private placements where the
purchasers do not have registration rights, (iii) pursuant to any
presently existing or future employee benefit plan which plan has been or
is approved by the Company's stockholders, (iv) pursuant to any
compensatory plan for a full-time employee or key consultant, (v) in
connection with a strategic partnership or other business transaction, the
principal purpose of which is not simply to raise money, (vi) in
connection with bridge financing obtained by the Company prior to funding
under this Agreement, provided that such bridge financing is obtained with
the assistance of Avalon Research or of another placement agent of
comparable or better reputation, experience and quality who is approved in
writing by Purchaser, which approval shall not be unreasonably withheld or
delayed, or (vii) to which Purchaser gives its written approval. Further,
the Purchaser shall have a right of first refusal, to elect to
participate, in such subsequent transaction in the case of (ii) and (vi)
above.  Such right of first refusal must be exercised in writing within
seven (7) Trading Days of the Purchaser's receipt of notice of the
proposed terms of such financing.

          The Purchaser covenants with the Company as follows:



          Section 4.12.  NO SHORT SALES.  The Purchaser and its affiliates
shall not engage in short sales of the Company's Common Stock (as defined
in applicable SEC and NASD rules) during the term of this Agreement.

                                 ARTICLE V

               CONDITIONS TO INITIAL CLOSING AND DRAW DOWNS

          Section 5.1.   CONDITIONS PRECEDENT TO THE OBLIGATION OF THE
COMPANY TO SELL THE SHARES.  The obligation hereunder of the Company to
issue and sell the Shares to the Purchaser is subject to the satisfaction
or waiver, at or before the Initial Closing and as of each Settlement
Date, of each of the conditions set forth below.  These conditions are for
the Company's sole benefit and may be waived by the Company at any time in
its sole discretion.

               (a)  ACCURACY OF THE PURCHASER'S REPRESENTATIONS AND
WARRANTIES.  The representations and warranties of the Purchaser shall be
true and correct in all material respects as of the date when made and as
of the Initial Closing and as of each Settlement Date as though made at
that time, except for representations and warranties that speak as of a
particular date.

               (b)  PERFORMANCE BY THE PURCHASER.  The Purchaser shall
have performed, satisfied and complied in all material respects with all
material covenants, agreements and conditions required by this Agreement
to be performed, satisfied or complied with by the Purchaser at or prior
to the Initial Closing and as of each Settlement Date.

               (c)  NO INJUNCTION.  No statute, rule, regulation,
executive order, decree, ruling or injunction shall have been enacted,
entered, promulgated or endorsed by any court or governmental authority of
competent jurisdiction which prohibits the consummation of any of the
transactions contemplated by this Agreement.

          Section 5.2.   CONDITIONS PRECEDENT TO THE OBLIGATION OF THE
PURCHASER TO CLOSE.  The obligation hereunder of the Purchaser to perform
its obligations under this Agreement and to purchase the Shares is subject
to the satisfaction or waiver, at or before the Initial Closing, of each
of the conditions set forth below.  These conditions are for the
Purchaser's sole benefit and may be waived by the Purchaser at any time in
its sole discretion.

               (a)  ACCURACY OF THE COMPANY'S REPRESENTATIONS AND
WARRANTIES.  Each of the representations and warranties of the Company
shall be true and correct in all material respects as of the date when
made and as of the Initial Closing as though made at that time (except for
representations and warranties that speak as of a particular date).

               (b)  PERFORMANCE BY THE COMPANY.  The Company shall have
performed, satisfied and complied in all respects with all covenants,
agreements and conditions required by this Agreement to be performed,
satisfied or complied with by the Company at or prior to the Initial
Closing.

               (c)  NO INJUNCTION.  No statute, rule, regulation,
executive order, decree, ruling or injunction shall have been enacted,
entered, promulgated or endorsed by any court or governmental authority of
competent jurisdiction which prohibits the consummation of any of the
transactions contemplated by this Agreement.

               (d)  NO PROCEEDINGS OR LITIGATION.  No action, suit or
proceeding before any arbitrator or any governmental authority shall have
been commenced, and no investigation by any governmental authority shall
have been threatened, against the Purchaser or the Company or any
subsidiary, or any of the officers, directors or affiliates of the Company
or any subsidiary seeking to restrain, prevent or change the transactions
contemplated by this Agreement, or seeking damages in connection with such
transactions.

               (e)  OPINION OF COUNSEL, ETC.  At the Initial Closing, the
Purchaser shall have received an opinion of counsel to the Company, dated
the date of the Initial Closing, in the form of EXHIBIT C hereto, and such
other certificates as the Purchaser deems necessary.

               (f)  WARRANTS. In lieu of a minimum Draw Down commitment by
the Company, the Purchaser shall receive (i) at the Initial Closing, a
warrant certificate to purchase up to 60,000 shares of Common Stock (the
"Initial Warrant") and (ii) at each Settlement Date, a warrant certificate
to purchase up to a number of shares of Common Stock equal to 25% of the
Investment Amount (as defined in Section 6.1(e) divided by the weighted
average of the Purchase Prices during the applicable Settlement Period
(each a "Purchase Warrant")(the Initial Warrant and the Purchase Warrants
hereinafter collectively referred to as the "Warrants").  The Initial
Warrant shall have a term from its date of issuance of three (3) years.
The Purchase Warrants shall have a term from their date of issuance of 35
calendar days.  The exercise price of the Initial Warrant shall be 110% of
the closing bid prices of the Common Stock on the 15 Trading Days
immediately prior to the Initial Closing Date. The exercise price of the
Purchase Warrants shall be the weighted average of the Purchase Prices of
the Common Stock during the applicable Settlement Period.  The Common
Stock underlying the Warrants will be registered in the Registration
Statement referred to in Section 4.3 hereof.  The Initial Warrant shall be
in the form of EXHIBIT E hereto.  The Purchaser Warrant shall be in the
form of EXHIBIT F hereto.

          Section 5.3.   CONDITIONS PRECEDENT TO THE OBLIGATION OF THE
PURCHASER TO ACCEPT A DRAW DOWN AND PURCHASE THE SHARES.  The obligation
hereunder of the Purchaser to accept a Draw Down request and to acquire
and pay for the Shares is subject to the satisfaction, at or before each
Settlement Date, of each of the conditions set forth below.

               (a)  SATISFACTION OF CONDITIONS TO INITIAL CLOSING.  The
Company shall have satisfied, or the Purchaser shall have waived at the
Initial Closing, the conditions set forth in Section 5.2 hereof

               (b)  EFFECTIVE REGISTRATION STATEMENT.  The Registration
Statement registering the Shares shall have been declared effective by the
SEC on or before November 30, 2000 and shall remain effective on each
Settlement Date.

               (c)  NO SUSPENSION.  Trading in the Company's Common Stock
shall not have been suspended by the SEC or the Principal Market (except
for any suspension of trading of limited duration agreed to by the
Company, which suspension shall be terminated prior to the delivery of
each Draw Down Notice), and, at any time prior to such Draw Down Notice,
trading in securities generally as reported on the Principal Market shall
not have been suspended or limited, or minimum prices shall not have been
established on securities whose trades are reported on the Principal
Market unless the general suspension or limitation shall have been
terminated prior to the deliver of such Draw Down Notice.

               (d)  MATERIAL ADVERSE EFFECT.  No Material Adverse Effect
and no Consolidation Event where the successor entity has not agreed to
perform the Company's obligations shall have occurred.

               (e)  OPINION OF COUNSEL.  The Purchaser shall have received
a "down-to-date" letter from the Company's counsel, confirming that there
is no change from the counsel's previously delivered opinion, or else
specifying with particularity the reason for any change.

               (f)  FUTURE FINANCING.  The Company shall have not
completed any financing prohibited by Section 4.11 unless, prior to the
Company delivering the first Draw Down Notice after any such financing,
the Company pays the Purchaser the sum of $100,000 as liquidated damages.

                                ARTICLE VI

                              DRAW DOWN TERMS

          Section 6.1.   DRAW DOWN TERMS.  Subject to the satisfaction of
the conditions set forth in this Agreement, the parties agree as follows:

               (a)  The Company, may, in its sole discretion, issue and
exercise a draw down (a "Draw Down") during each Draw Down Pricing Period,
which Draw Down the Purchaser will be obligated to accept for a period of
24 months commencing immediately after the Effective Date.

               (b)  Only one Draw Down shall be allowed in each Draw Down
Pricing Period. There shall be at least five (5) Trading Days between Draw
Down Pricing Periods.  The price per share paid by the Purchaser shall be
based on the Average Daily Price on each separate Trading Day during the
Draw Down Pricing Period.  The number of shares of Common Stock purchased
by the Purchaser with respect to each Draw Down shall be determined on a
daily basis during each Draw Down Pricing Period and settled on, (i) as to
the 1st through the 11th Trading Days after a Draw Down Pricing Period
commences (the "First Settlement Period"), on the 13th Trading Day after a
Draw Down Pricing Period commences and (ii) as to the 12th through the
22nd Trading Days after a Draw Down Pricing Period commences (the "Second
Settlement Period"), the 24th Trading Day after a Draw Down Pricing
Period. (each, a "Settlement Date" and the First and Second Settlement
Periods collectively referred to as "Settlement Periods").  In connection
with each Draw Down Pricing Period, the Company may set the Threshold
Price.  If the Average Daily Price on any day within the Draw Down Pricing
Period is less than the Threshold Price, the Company shall not sell and
the Purchaser shall not be obligated to purchase the Shares otherwise to
be purchased for such day.

               (c)  The minimum Investment Amount shall be $250,000
(except that if the remaining Commitment Amount is less than $250,000,
then the Investment Amount shall equal such remaining Commitment Amount)
and the maximum Investment Amount shall be $1,500,000; provided, however,
the maximum Investment Amount during any Draw Down Pricing Period shall be
limited pursuant to the following formula:  4.5% of the weighted average
price for the Common Stock for the three (3) month period immediately
prior to the Commencement Date (defined below) multiplied by the total
trading volume in respect of the Common Stock for the three (3) month
period immediately prior to the Commencement Date.

               (d)  The number of Shares of Common Stock to be issued in
connection with each Draw Down shall be a number of shares equal to the
sum of the quotients (for each trading day within the Draw Down Pricing
Period) of (x) 1/22nd of the Draw Down amount and (y) the Purchase Price
on each Trading Day within the Draw Down Pricing Period, subject to the
following adjustments:

                    (i)  If the Average Daily Price on a given Trading Day
is less than the Threshold Price, then the  Draw Down will be reduced by
1/22nd  and that day shall be withdrawn from the Draw Down Pricing Period;
and

                    (ii) If trading of the Common Stock on the Principal
Market is suspended for more than three (3) hours, in the aggregate, on
any Trading Day during the Draw Down Pricing Period, then the Draw Down
shall be reduced by 1/22nd and that day shall be withdrawn from the Draw
Down Pricing Period.

               (e)  The Company must inform the Purchaser by delivering a
draw down notice, in the form of EXHIBIT D hereto (the "Draw Down
Notice"), via facsimile transmission in accordance with Section 9.4 as to
the amount of the Draw Down (the " Investment Amount") the Company wishes
to exercise before the first day of the Draw Down Pricing Period (the
"Commencement Date").  If the Commencement Date is to be the date of the
Draw Down Notice, the Draw Down Notice must be delivered to and receipt
confirmed by the Purchaser at least one hour before trading commences on
such date.  At no time shall the Purchaser be required to purchase more
than the maximum Draw Down amount for a given Draw Down Pricing Period so
that if the Company chooses not to exercise the maximum permitted Draw
Down in a given Draw Down Pricing Period the Purchaser is not obligated to
and shall not purchase more than the scheduled maximum amount in a
subsequent Draw Down Pricing Period.

               (f)  On or before each Settlement Date, the Shares
purchased by the Purchaser shall be delivered to The Depository Trust
Company ("DTC") on the Purchaser's behalf.  Upon the Company delivering
whole shares of Common Stock to the Purchaser or its designees via DWAC by
1:00 pm EST, the Purchaser shall wire transfer immediately available funds
to the Company's designated account on the such day.  Upon the Company
delivering whole shares of Common Stock to the Purchaser or its designees
via DWAC after 1:00 pm EST, the Purchaser shall wire transfer next day
available funds to the Company's designated account on such day.  In the
event the Purchaser elects to use the Escrow Agent, the Shares shall be
credited by the Company to the DTC account designated by the Purchaser
upon receipt by the Escrow Agent of payment for the Draw Down into the
Escrow Agent's trust account as provided in the Escrow Agreement. The
Escrow Agent shall be directed to pay the purchase price to the Company,
net of One Thousand Five Hundred Dollars ($1,500) as escrow expenses to
the Escrow Agent and  any brokerage or placement agent fees as set forth
in the Escrow Agreement.  The delivery of the Shares into the Purchaser's
DTC account in exchange for payment therefor shall be referred to herein
as "Settlement".

                                ARTICLE VII

                                TERMINATION

          Section 7.1.   TERMINATION.  The term of this Agreement shall be
twenty-four (24) months from the Effective Date.  The Company may
terminate this Agreement (i) upon one (1) Trading Day's notice if the
Purchaser shall fail to fund a properly noticed Draw Down within three (3)
Trading Days of a Settlement Date.

          Section 7.2.   EFFECT OF TERMINATION.  In the event of
termination by the Company or the Purchaser, written notice thereof shall
forthwith be given to the other party and the transactions contemplated by
this Agreement shall be terminated without further action by either party.
If this Agreement is terminated as provided in Section 7.1 herein, this
Agreement shall become void and of no further force and effect, except for
Sections 9.1 and 9.2, and Article VIII herein.  Nothing in this Section
7.2 shall be deemed to release the Company or the Purchaser from any
liability for any breach under this Agreement, or to impair the rights of
the Company and the Purchaser to compel specific performance by the other
party of its obligations under this Agreement.

                               ARTICLE VIII

                              INDEMNIFICATION

          Section 8.1.   GENERAL INDEMNITY.  The Company agrees to
indemnify and hold harmless the Purchaser (and its directors, officers,
affiliates, agents, successors and assigns) from and against any and all
losses, liabilities, deficiencies, costs, damages and expenses (including,
without limitation, reasonable attorney's fees, charges and disbursements)
incurred by the Purchaser as a result of any inaccuracy in or breach of
the representations, warranties or covenants made by the Company herein.
The Purchaser agrees to indemnify and hold harmless the Company and its
directors, officers, affiliates, agents, successors and assigns from and
against any and all losses, liabilities, deficiencies, costs, damages and
expenses (including, without limitation, reasonable attorneys fees,
charges and disbursements) incurred by the Company as result of any
inaccuracy in or breach of the representations, warranties or covenants
made by the Purchaser herein. Notwithstanding anything to the contrary
herein, the Purchaser shall be liable under this Section 8.1 for only that
amount as does not exceed the net proceeds to such Purchaser as a result
of the sale of Shares pursuant to the Registration Statement.

          Section 8.2.   INDEMNIFICATION PROCEDURE.  Any party entitled to
indemnification under this Article VIII (an "indemnified party") will give
written notice to the indemnifying party of any matters giving rise to a
claim for indemnification; provided, that the failure of any party
entitled to indemnification hereunder to give notice as provided herein
shall not relieve the indemnifying party of its obligations under this
Article VIII except to the extent that the indemnifying party is actually
prejudiced by such failure to give notice.  In case any action, proceeding
or claim is brought against an indemnified party in respect of which
indemnification is sought hereunder, the indemnifying party shall be
entitled to participate in and, unless in the reasonable judgment of
counsel to the indemnified party a conflict of interest between it and the
indemnifying party may exist with respect of such action, proceeding or
claim, to assume the defense thereof with counsel reasonably satisfactory
to the indemnified party.  In the event that the indemnifying party
advises an indemnified party that it will contest such a claim for
indemnification hereunder, or fails, within thirty (30) days of receipt of
any indemnification notice to notify, in writing, such person of its
election to defend, settle or compromise, at its sole cost and expense,
any action, proceeding or claim (or discontinues its defense at any time
after it commences such defense), then the indemnified party may, at its
option, defend, settle or otherwise compromise or pay such action or
claim.  In any event, unless and until the indemnifying party elects in
writing to assume and does so assume the defense of any such claim,
proceeding or action, the indemnified party's costs and expenses arising
out of the defense, settlement or compromise of any such action, claim or
proceeding shall be losses subject to indemnification hereunder.  The
indemnified party shall cooperate fully with the indemnifying party in
connection with any settlement negotiations or defense of any such action
or claim by the indemnifying party and shall furnish to the indemnifying
party all information reasonably available to the indemnified party which
relates to such action or claim.  The indemnifying party shall keep the
indemnified party fully apprised at all times as to the status of the
defense or any settlement negotiations with respect thereto.  If the
indemnifying party elects to defend any such action or claim, then the
indemnified party shall be entitled to participate in such defense with
counsel of its choice at its sole cost and expense.  The indemnifying
party shall not be liable for any settlement of any action, claim or
proceeding effected without its prior written consent.  Notwithstanding
anything in this Article VIII to the contrary, the indemnifying party
shall not, without the indemnified party's prior written consent, settle
or compromise any claim or consent to entry of any judgment in respect
thereof which imposes any future obligation on the indemnified party or
which does not include, as an unconditional term thereof, the giving by
the claimant or the plaintiff to the indemnified party of a release from
all liability in respect of such claim.  The indemnification required by
this Article VIII shall be made by periodic payments of the amount thereof
during the course of investigation or defense, as and when bills are
received or expense, loss, damage or liability is incurred, within ten
(10) Trading Days of written notice thereof to the indemnifying party so
long as the indemnified party irrevocably agrees to refund such moneys if
it is ultimately determined by a court of competent jurisdiction that such
party was not entitled to indemnification.  The indemnity agreements
contained herein shall be in addition to (a) any cause of action or
similar rights of the indemnified party against the indemnifying party or
others, and (b) any liabilities the indemnifying party may be subject to.

                                ARTICLE IX

                               MISCELLANEOUS

          Section 9.1.   FEES AND EXPENSES.  The Company shall pay all
fees and expenses related to the transactions contemplated by this
Agreement; provided, that the Company shall pay, at the Initial Closing,
all attorneys and escrow fees and expenses (inclusive of disbursements and
out-of-pocket expenses) incurred by the Purchaser of $25,000 in connection
with the preparation, negotiation, execution and delivery of this
Agreement and the transactions contemplated hereunder.  In addition, the
Company shall pay all reasonable fees and expenses incurred by the
Purchaser in connection with any subsequent amendments, modifications or
waivers of this Agreement, the Escrow Agreement or the Registration Rights
Agreement or incurred in connection with the enforcement of this
Agreement, the Escrow Agreement and the Registration Rights Agreement,
including, without limitation, all reasonable attorneys fees and expenses.
The Company shall pay all stamp or other similar taxes and duties levied
in connection with issuance of the Shares pursuant hereto.

          Section 9.2.   SPECIFIC ENFORCEMENT.  The Company and the
Purchaser acknowledge and agree that irreparable damage would occur in the
event that any of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise breached.  It is
accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent or cure breaches of the provisions of this
Agreement and to enforce specifically the terms and provisions hereof or
thereof, this being in addition to any other remedy to which any of them
may be entitled by law or equity.

          Section 9.3.   ENTIRE AGREEMENT; AMENDMENT.  This Agreement,
together with the Registration Rights Agreement and the Escrow Agreement
contains the entire understanding of the parties with respect to the
matters covered hereby and, except as specifically set forth herein,
neither the Company nor the Purchaser makes any representations, warranty,
covenant or undertaking with respect to such matters.  No provision of
this Agreement may be waived or amended other than by a written instrument
signed by the party against whom enforcement of any such amendment or
waiver is sought and no condition to closing any Draw Down in favor of the
Purchaser may be waived by the Purchaser.

          Section 9.4.   NOTICES.  Any notice, demand, request, waiver or
other communication required or permitted to be given hereunder shall be
in writing and shall be effective (a) upon hand delivery or facsimile at
the address or number designated below (if delivered on a business day
during normal business hours where such notice is to be received), or the
first business day following such delivery (if delivered other than on a
business day during normal business hours where such notice is to be
received) or (b) on the second business day following the date of mailing
by express courier service, fully prepaid, addressed to such address, or
upon actual receipt of such mailing, whichever shall first occur.  The
addresses for such communications shall be:

If to the Company:       6446 S. Kenton St.
                         Englewood, CO 80111
                         Attn: David Selina
                         Tel:  (720) 875-1900
                         Fax:

With copies to:          Gorsuch Kirgis LLP
notice):                 Tower I, Suite 1000
                         1515 Arapahoe Street
                         Denver, CO  80202
                         Attention: S. Lee Terry, Jr. Esq.
                         Telephone: (303) 376-5000
                         Facsimile: (303) 376-5001

If to Purchaser:         c/o Dr. Dr. Batliner & Partner
                         Aeulestrasse 74
                         FL-9490 Vaduz, Liechtenstein
                         Fax: 011-075-236-0405
                         Attention:  Hans Gassner

with copies to:          Epstein Becker & Green P.C.
                         250 Park Avenue
                         New York, New York  10177-1211
                         Telephone:  (212) 351-3771
                         Fax:  (212) 661-0989
                         Attention:  Robert F. Charron

          Any party hereto may from time to time change its address for
notices by giving written notice of such changed address to the other
party hereto in accordance herewith.

          Section 9.5.   WAIVERS.  No waiver by either party of any
default with respect to any provision, condition or requirement of this
Agreement shall be deemed to be a continuing waiver in the future or a
waiver of any other provisions, condition or requirement hereof, nor shall
any delay or omission of any party to exercise any right hereunder in any
manner impair the exercise of any such right accruing to it thereafter.

          Section 9.6.   HEADINGS.  The article, section and subsection
headings in this Agreement are for convenience only and shall not
constitute a part of this Agreement for any other purpose and shall not be
deemed to limit or affect any of the provisions hereof.

          Section 9.7.   SUCCESSORS AND ASSIGNS.  This Agreement shall be
binding upon and inure to the benefit of the parties and their successors
and assigns.  After the Initial Closing, the assignment by a party to this
Agreement of any rights hereunder shall not affect the obligations of such
party under this Agreement.

          Section 9.8.   NO THIRD PARTY BENEFICIARIES.  This Agreement is
intended for the benefit of the parties hereto and their respective
permitted successors and assigns and is not for the benefit of, nor may
any provision hereof be enforced by, any other person.

          Section 9.9.   GOVERNING LAW/ARBITRATION.  This Agreement shall
be governed by and construed in accordance with the internal laws of the
State of New York, without giving effect to the choice of law provisions.
Any dispute under this Agreement or any Exhibit attached hereto shall be
submitted to arbitration under the American Arbitration Association (the
"AAA") in New York City, New York, and shall be finally and conclusively
determined by the decision of a board of arbitration consisting of three
(3) members (hereinafter referred to as the "Board of Arbitration")
selected as according to the rules governing the AAA.  The Board of
Arbitration shall meet on consecutive business days in New York City, New
York, and shall reach and render a decision in writing (concurred in by a
majority of the members of the Board of Arbitration) with respect to the
amount, if any, which the losing party is required to pay to the other
party in respect of a claim filed.  In connection with rendering its
decisions, the Board of Arbitration shall adopt and follow the laws of the
State of New York.  To the extent practical, decisions of the Board of
Arbitration shall be rendered no more than thirty (30) calendar days
following commencement of proceedings with respect thereto.  The Board of
Arbitration shall cause its written decision to be delivered to all
parties involved in the dispute. The Board of Arbitration shall be
authorized and is directed to enter  a default judgment against any party
refusing to participate in the arbitration proceeding within thirty days
of any deadline for such participation. Any decision made by the Board of
Arbitration (either prior to or after the expiration of such thirty (30)
calendar day period) shall be final, binding and conclusive on the parties
to the dispute, and entitled to be enforced to the fullest extent
permitted by law and entered in any court of competent jurisdiction.  The
prevailing party shall be awarded its costs, including attorneys' fees,
from the non-prevailing party as part of the arbitration award.  Any party
shall have the right to seek injunctive relief from any court of competent
jurisdiction in any case where such relief is available.  The prevailing
party in such injunctive action shall be awarded its costs, including
attorney's fees, from the non-prevailing party.

          Section 9.10.  COUNTERPARTS.  This Agreement may be executed in
any number of counterparts, all of which taken together shall constitute
one and the same instrument and shall become effective when counterparts
have been signed by each party and delivered to the other parties hereto,
it being understood that all parties need not sign the same counterpart.
Execution may be made by delivery by facsimile.

          Section 9.11.  PUBLICITY.  Except as required by applicable law
or regulation, prior to the Initial Closing, neither the Company nor the
Purchaser shall issue any press release or otherwise make any public
statement or announcement with respect to this Agreement or the
transactions contemplated hereby or the existence of this Agreement.
After the Initial Closing, the Company may issue a press release or
otherwise make a public statement or announcement with respect to this
Agreement or the transactions contemplated hereby or the existence of this
Agreement; provided, however, that prior to issuing any such press
release, making any such public statement or announcement, the Company
obtains the prior consent of the Purchaser which consent shall not be
unreasonably withheld or delayed.

          Section 9.12.  SEVERABILITY.  The provisions of this Agreement
are severable and, in the event that any court or officials of any
regulatory agency of competent jurisdiction shall determine that any one
or more of the provisions or part of the provisions contained in this
Agreement shall, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision or part of a
provision of this Agreement and this Agreement shall be reformed and
construed as if such invalid or illegal or unenforceable provision, or
part of such provision, had never been contained herein, so that such
provisions would be valid, legal and enforceable to the maximum extent
possible, so long as such construction does not materially adversely
effect the economic rights of either party hereto.

          Section 9.13.  FURTHER ASSURANCES.  From and after the date of
this Agreement, upon the request of the Purchaser or the Company, each of
the Company and the Purchaser shall execute and deliver such instruments,
documents and other writings as may be reasonably necessary or desirable
to confirm and carry out and to effectuate fully the intent and purposes
of this Agreement.

          Section 9.14.  EFFECTIVENESS OF AGREEMENT.  This Agreement shall
become effective only upon satisfaction of the conditions precedent to the
Initial Closing set forth in Article I of the Escrow Agreement.

          IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their respective authorize officer as of
this 21st day of July, 2000.

                                   CAVION TECHNOLOGIES, INC.



                                   By:/s/David J. Selina
                                      David J. Selina, President and CEO



                                   MOTHLAKE INTERNATIONAL LIMITED



                                   By:/s/Hans Gassner
                                      Hans Gassner, Authorized Signatory

EX-10.2

                                                                 EXHIBIT A

                       REGISTRATION RIGHTS AGREEMENT

          THIS REGISTRATION RIGHTS AGREEMENT, dated as of July 21, 2000
between Mothlake International Limited ("Purchaser"), and Cavion
Technologies, Inc. (the "Company").

          WHEREAS, simultaneously with the execution and delivery of this
Agreement, pursuant to a Common Stock Purchase Agreement dated the date
hereof (the "Purchase Agreement") the Purchaser has committed to purchase
up to 1,000,000 shares of the Company's Common Stock (terms not defined
herein shall have the meanings ascribed to them in the Purchase Agreement)
and Warrants; and

          WHEREAS, the Company desires to grant to the Purchaser the
registration rights set forth herein with respect to the Shares and the
Shares issuable upon exercise of the Warrants from time to time (the
"Warrant Shares") (collectively, the "Securities").

          NOW, THEREFORE, the parties hereto mutually agree as follows:

          Section 1. Registrable Securities.  As used herein the term
"Registrable Security" means the Securities until (i) all Securities have
been disposed of pursuant to the Registration Statement, (ii) all
Securities have been sold under circumstances under which all of the
applicable conditions of Rule 144 (or any similar provision then in force)
under the Securities Act ("Rule 144") are met, (iii) all Securities have
been otherwise transferred to persons who may trade such Securities
without restriction under the Securities Act, and the Company has
delivered a new certificate or other evidence of ownership for such
Securities not bearing a restrictive legend or (iv) such time as, in the
opinion of counsel to the Company, all Securities may be sold without any
time, volume or manner limitations pursuant to Rule 144(k) (or any similar
provision then in effect) under the Securities Act. The term "Registrable
Securities" means any and/or all of the securities falling within the
foregoing definition of a "Registrable Security."  In the event of any
merger, reorganization, consolidation, recapitalization or other change in
corporate structure affecting the Common Stock, such adjustment shall be
deemed to be made in the definition of "Registrable Security" as is
appropriate in order to prevent any dilution or enlargement of the rights
granted pursuant to this Agreement.

          Section 2. Restrictions on Transfer.  The Purchaser acknowledges
and understands that in the absence of an effective Registration Statement
authorizing the resale of the Securities as provided herein, the
Securities are "restricted securities" as defined in Rule 144.  The
Purchaser understands that no disposition or transfer of the Securities
may be made by Purchaser in the absence of (i) an opinion of counsel to
the Purchaser, in form and substance reasonably satisfactory to the
Company, that such transfer may be made without registration under the
Securities Act or (ii) such registration.
With a view to making available to the Purchaser the benefits of Rule 144
that may at any time permit the Purchaser to sell securities of the
Company to the public without registration ("Rule 144"), the Company
agrees to:

               (a) comply with the provisions of paragraph (c)(1) of Rule
144; and

               (b) file with the Commission in a timely manner all reports
and other documents required to be filed by the Company pursuant to
Section 13 or 15(d) under the Exchange Act; and, if at any time it is not
required to file such reports but in the past had been required to or did
file such reports, it will, upon the request of the Purchaser, make
available other information as required by, and so long as necessary to
permit sales of, its Registrable Securities pursuant to Rule 144.

          Section 3. Registration Rights With Respect to the Securities.

               (a) The Company agrees that it will prepare and file with
the Securities and Exchange Commission ("Commission"), within forty-five
(45) days after the date hereof, a registration statement (on Form S-3
and/or S-1, or other appropriate form of registration statement) under the
Securities Act (the "Registration Statement"), at the sole expense of the
Company (except as provided in Section 3(c) hereof), in respect of
Purchaser, so as to permit a public offering and resale of the Securities
under the Securities Act by Purchaser.

          The Company shall use its best efforts to cause the Registration
Statement to become effective within five (5) days of SEC clearance and
will within said five (5) days request acceleration of effectiveness.  If
the Registration Statement is not declared effective by November 30, 2000,
this Agreement and the Purchase Agreement shall terminate.  The Company
will notify Purchaser of the effectiveness of the Registration Statement
within one Trading Day of such event.

               (b) The Company will maintain the Registration Statement or
post-effective amendment filed under this Section 3 hereof effective under
the Securities Act until the earliest of (i) the date that all the
Securities have been disposed of pursuant to the Registration Statement,
(ii) the date that all of the Securities have been sold pursuant to the
Registration Statement, (iii) the date the holders thereof receive an
opinion of counsel to the Company, which opinion shall be reasonably
acceptable to the Purchaser, that the Securities may be sold under the
provisions of Rule 144 without limitation as to volume, (iv) all
Securities have been otherwise transferred to persons who may trade such
shares without restriction under the Securities Act, and the Company has
delivered a new certificate or other evidence of ownership for such
securities not bearing a restrictive legend, or (v) all Securities may be
sold without any time, volume or manner limitations pursuant to Rule
144(k) or any similar provision then in effect under the Securities Act in
the opinion of counsel to the Company, which counsel shall be reasonably
acceptable to the Purchaser (the "Effectiveness Period").

               (c) All fees, disbursements and out-of-pocket expenses and
costs incurred by the Company in connection with the preparation and
filing of the Registration Statement under subparagraph 3(a) and in
complying with applicable securities and Blue Sky laws (including, without
limitation, all attorneys' fees of the Company) shall be borne by the
Company.  The Purchaser shall bear the cost of underwriting and/or
brokerage discounts, fees and commissions, if any, applicable to the
Securities being registered and the fees and expenses of its counsel. The
Purchaser and its counsel shall have a reasonable period, not to exceed
seven (7) Trading Days, to review the proposed Registration Statement or
any amendment thereto, prior to filing with the Commission, and the
Company shall provide the Purchaser with copies of any comment letters
received from the Commission with respect thereto within two (2) Trading
Days of receipt thereof.  The Company shall make reasonably available for
inspection by Purchaser, any underwriter participating in any disposition
pursuant to the Registration Statement, and any attorney, accountant or
other agent retained by the Purchaser or any such underwriter all relevant
financial and other records, pertinent corporate documents and properties
of the Company and its subsidiaries, and cause the Company's officers,
directors and employees to supply all information reasonably requested by
the Purchaser or any such underwriter, attorney, accountant or agent in
connection with the Registration Statement, in each case, as is customary
for similar due diligence examinations; provided, however, that all
records, information and documents that are designated in writing by the
Company, in good faith, as confidential, proprietary or containing any
material non-public information shall be kept confidential by the
Purchaser and any such underwriter, attorney, accountant or agent
(pursuant to an appropriate confidentiality agreement in the case of the
Purchaser, underwriter, attorney, accountant or agent), unless such
disclosure is made pursuant to judicial process in a court proceeding
(after first giving the Company an opportunity promptly to seek a
protective order or otherwise limit the scope of the information sought to
be disclosed) or is required by law, or such records, information or
documents become available to the public generally or through a third
party not in violation of an accompanying obligation of confidentiality;
and provided further that, if the foregoing inspection and information
gathering would otherwise disrupt the Company's conduct of its business,
such inspection and information gathering shall, to the maximum extent
possible, be coordinated on behalf of the Purchaser and the other parties
entitled thereto by one firm of counsel designed by and on behalf of the
majority in interest of Purchaser and other parties.  The Company shall
qualify any of the securities for sale in such states as the Purchaser
reasonably designates and shall furnish indemnification in the manner
provided in Section 6 hereof.  However, the Company shall not be required
to qualify in any state which will require an escrow or other restriction
relating to the Company and/or the sellers, or which will require the
Company to qualify to do business in such state or require the Company to
file therein any general consent to service of process.  The Company at
its expense will supply the Purchaser with copies of the Registration
Statement and the prospectus included therein and other related documents
in such quantities as may be reasonably requested by the Purchaser.

               (d) The Company shall not be required by this Section 3 to
include the Purchaser's Securities in any Registration Statement which is
to be filed if, in the opinion of counsel for both the Purchaser and the
Company (or, should they not agree, in the opinion of another counsel
experienced in securities law matters acceptable to counsel for the
Purchaser and the Company) the proposed offering or other transfer as to
which such registration is requested is exempt from applicable federal and
state securities laws and would result in all purchasers or transferees
obtaining securities which are not "restricted securities", as defined in
Rule 144 under the Securities Act.

               (e) If at any time or from time to time after the effective
date of the Registration Statement, the Company notifies the Purchaser in
writing of the existence of a Potential Material Event (as defined in
Section 3(f) below), the Purchaser shall not offer or sell any Securities
or engage in any other transaction involving or relating to Securities,
from the time of the giving of notice with respect to a Potential Material
Event until the Purchaser receives written notice from the Company that
such Potential Material Event either has been disclosed to the public or
no longer constitutes a Potential Material Event; provided, however, that
if the Company so suspends the right to such holders of Securities for
more than twenty (20) days in the aggregate during any twelve month
period, during the periods the Registration Statement is required to be in
effect then the Company must compensate the Purchaser for any decline in
market value of the Securities held by Purchaser at the beginning of such
suspension through the end of such suspension.  If a Potential Material
Event shall occur prior to the date the Registration Statement is filed,
then the Company's obligation to file the Registration Statement shall be
delayed without penalty for not more than thirty (30) calendar days.  The
Company must give Purchaser notice in writing at least two (2) Trading
Days prior to the first day of the blackout period, if lawful to do so.

               (f) "Potential Material Event" means any of the following:
(a) the possession by the Company of material information that is not ripe
for disclosure in a registration statement, as determined in good faith by
the Chief Executive Officer or the Board of Directors of the Company or
that disclosure of such information in the Registration Statement would be
detrimental to the business and affairs of the Company; or (b) any
material engagement or activity by the Company which would, in the good
faith determination of the Chief Executive Officer or the Board of
Directors of the Company, be adversely affected by disclosure in a
registration statement at such time, which determination shall be
accompanied by a good faith determination by the Chief Executive Officer
or the Board of Directors of the Company that the Registration Statement
would be materially misleading absent the inclusion of such information.

          Section 4. Cooperation with Company.  Purchaser will cooperate
with the Company in all respects in connection with this Agreement,
including timely supplying all information reasonably requested by the
Company (which shall include all information regarding the Purchaser and
proposed manner of sale of the Registrable Securities required to be
disclosed in the Registration Statement) and executing and returning all
documents reasonably requested in connection with the registration and
sale of the Registrable Securities and entering into and performing its
obligations under any underwriting agreement, if the offering is an
underwritten offering, in usual and customary form, with the managing
underwriter or underwriters of such underwritten offering. The Purchaser
shall consent to be named as an underwriter in the Registration Statement.
Purchaser acknowledges that in accordance with current Commission policy,
the Purchaser will be named as the underwriter of the Securities in the
Registration Statement.

          Section 5. Registration Procedures.  If and whenever the Company
is required by any of the provisions of this Agreement to effect the
registration of any of the Registrable Securities under the Act, the
Company shall (except as otherwise provided in this Agreement), as
expeditiously as possible, subject to the Purchaser's assistance and
cooperation as reasonably required:

               (a) prepare and file with the Commission such amendments
and supplements to the Registration Statement and the prospectus used in
connection therewith as may be necessary to keep such registration
statement effective and to comply with the provisions of the Act with
respect to the sale or other disposition of all securities covered by such
registration statement whenever the Purchaser of such Registrable
Securities shall desire to sell or otherwise dispose of the same
(including prospectus supplements with respect to the sales of securities
from time to time in connection with a registration statement pursuant to
Rule 415 promulgated under the Act) and (ii) take all lawful action such
that each of (A) the Registration Statement and any amendment thereto does
not, when it becomes effective, contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, not misleading and (B) the
Prospectus forming part of the Registration Statement, and any amendment
or supplement thereto, does not at any time during the Registration Period
include an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading.

               (b) prior to the filing with the Commission of any
Registration Statement (including any amendments thereto) and the
distribution or delivery of any prospectus (including any supplements
thereto), provide draft copies thereof to the Purchaser and reflect in
such documents all such comments as the Purchaser (and its counsel)
reasonably may propose and (ii) furnish to the Purchaser such numbers of
copies of a prospectus including a preliminary prospectus or any amendment
or supplement to any prospectus, as applicable, in conformity with the
requirements of the Act, and such other documents, as the Purchaser may
reasonably request in order to facilitate the public sale or other
disposition of the securities owned by the Purchaser;

               (c) register and qualify the Registrable Securities covered
by the Registration Statement under New York blue sky laws (subject to the
limitations set forth in Section 3(d) above), and do any and all other
acts and things which may be reasonably necessary or advisable to enable
the Purchaser to consummate the public sale or other disposition in such
jurisdiction of the securities owned by the Purchaser, except that the
Company shall not for any such purpose be required to qualify to do
business as a foreign corporation in any jurisdiction wherein it is not so
qualified or to file therein any general consent to service of process;

               (d) list such Registrable Securities on the Principal
Market, and any other exchange on which the Common Stock of the Company is
then listed, if the listing of such Registrable Securities is then
permitted under the rules of such exchange or the Nasdaq Stock Market;

               (e) notify the Purchaser at any time when a prospectus
relating thereto covered by the Registration Statement is required to be
delivered under the Act, of the happening of any event of which it has
knowledge as a result of which the prospectus included in the Registration
Statement, as then in effect, includes an untrue statement of a material
fact or omits to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in the light of
the circumstances then existing, and the Company shall prepare and file a
curative amendment under Section 5(a) as quickly as commercially possible;

               (f) as promptly as practicable after becoming aware of such
event, notify the Purchaser who holds Registrable Securities being sold
(or, in the event of an underwritten offering, the managing underwriters)
of the issuance by the Commission or any state authority of any stop order
or other suspension of the effectiveness of the Registration Statement at
the earliest possible time and take all lawful action to effect the
withdrawal, recession or removal of such stop order or other suspension;

               (g) cooperate with the Purchaser to facilitate the timely
preparation and delivery of certificates for the Registrable Securities to
be offered pursuant to the Registration Statement and enable such
certificates for the Registrable Securities to be in such denominations or
amounts, as the case may be, as the Purchaser reasonably may request and
registered in such names as the Purchaser may request; and, within three
(3) Trading Days after a Registration Statement which includes Registrable
Securities is declared effective by the Commission, deliver and cause
legal counsel selected by the Company to deliver to the transfer agent for
the Registrable Securities (with copies to the Purchaser whose Registrable
Securities are included in such Registration Statement) an appropriate
instruction and, to the extent necessary, an opinion of such counsel;

               (h) take all such other lawful actions reasonably necessary
to expedite and facilitate the disposition by the Purchaser of their
Registrable Securities in accordance with the intended methods therefor
provided in the prospectus which are customary for issuers to perform
under the circumstances;

               (i) in the event of an underwritten offering, promptly
include or incorporate in a Prospectus supplement or post-effective
amendment to the Registration Statement such information as the managing
underwriters reasonably agree should be included therein and to which the
Company does not reasonably object and make all required filings of such
Prospectus supplement or post-effective amendment as soon as practicable
after it is notified of the matters to be included or incorporated in such
Prospectus supplement or post-effective amendment; and

               (j) maintain a transfer agent for its Common Stock.
          Section 6. Indemnification.

               (a) The Company agrees to indemnify and hold harmless the
Purchaser and each person, if any, who controls the Purchaser within the
meaning of the Securities Act ("Distributing Purchaser") against any
losses, claims, damages or liabilities, joint or several (which shall, for
all purposes of this Agreement, include, but not be limited to, all
reasonable costs of defense and investigation and all reasonable
attorneys' fees), to which the Distributing Purchaser may become subject,
under the Securities Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are
based upon any untrue statement or alleged untrue statement of any
material fact contained in the Registration Statement, or any related
preliminary prospectus, final prospectus or amendment or supplement
thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading; provided,
however, that the Company will not be liable in any such case to the
extent that any such loss, claim, damage or liability arises out of or is
based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in the Registration  Statement, preliminary
prospectus, final prospectus or amendment  or supplement thereto in
reliance upon, and in conformity with, written information furnished to
the Company by the Distributing Purchaser, specifically for use in the
preparation thereof. This Section 6(a) shall not inure to the benefit of
any Distributing Purchaser with respect to any person asserting such loss,
claim, damage or liability who purchased the Registrable Securities which
are the subject thereof if the Distributing Purchaser failed to send or
give (in violation of the Securities Act or the rules and regulations
promulgated thereunder) a copy of the prospectus contained in such
Registration Statement to such person at or prior to the written
confirmation to such person of the sale of such Registrable Securities,
where the Distributing Purchaser was obligated to do so under the
Securities Act or the rules and regulations promulgated thereunder.  This
indemnity agreement will be in addition to any liability which the Company
may otherwise have.

               (b) Each Distributing Purchaser agrees that it will
indemnify and hold harmless the Company, and each officer, director of the
Company or person, if any, who controls the Company within the meaning of
the Securities Act, against any losses, claims, damages or liabilities
(which shall, for all purposes of this Agreement, include, but not be
limited to, all reasonable costs of defense and investigation and all
reasonable attorneys' fees) to which the Company or any such officer,
director or controlling person may become subject under the Securities Act
or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact contained in
the Registration Statement, or any related preliminary prospectus, final
prospectus or amendment or supplement thereto, or arise out of or are
based upon the omission or the alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading, but in each case only to the extent
that such untrue statement or alleged untrue statement or omission or
alleged omission was made in the Registration Statement, preliminary
prospectus, final prospectus or amendment or supplement thereto in
reliance upon, and in conformity with, written information furnished to
the Company by such Distributing Purchaser, specifically for use in the
preparation thereof. This indemnity agreement will be in addition to any
liability which the Distributing Purchaser may otherwise have.
Notwithstanding anything to the contrary herein, the Distributing
Purchaser shall not be liable under this Section 6(b) for any amount in
excess of the net proceeds to such Distributing Purchaser as a result of
the sale of Registrable Securities pursuant to the Registration Statement.

               (c) Promptly after receipt by an indemnified party under
this Section 6 of notice of the commencement of any action, such
indemnified party will, if a claim in respect thereof is to be made
against the indemnifying party under this Section 6, notify the
indemnifying party of the commencement thereof; but the omission so to
notify the indemnifying party will not relieve the indemnifying party from
any liability which it may have to any indemnified party except to the
extent of actual prejudice demonstrated by the indemnifying party.  In
case any such action is brought against any indemnified party, and it
notifies the indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate in, and, to the extent
that it may wish, jointly with any other indemnifying party similarly
notified, assume the defense thereof, subject to the provisions herein
stated and after notice from the indemnifying party to such indemnified
party of its election so to assume the defense thereof, the indemnifying
party will not be liable to such indemnified party under this Section 6
for any legal or other expenses subsequently incurred by such indemnified
party in connection with the defense thereof other than reasonable costs
of investigation, unless the indemnifying party shall not pursue the
action to its final conclusion.  The indemnified party shall have the
right to employ separate counsel in any such action and to participate in
the defense thereof, but the fees and expenses of such counsel shall not
be at the expense of the indemnifying party if the indemnifying party has
assumed the defense of the action with counsel reasonably satisfactory to
the indemnified party; provided that if the indemnified party is the
Distributing Purchaser, the fees and expenses of such counsel shall be at
the expense of the indemnifying party if (i) the employment of such
counsel has been specifically authorized in writing by the indemnifying
party, or (ii) the named parties to any such action (including any
impleaded parties) include both the Distributing Purchaser and the
indemnifying party and the Distributing Purchaser shall have been advised
by such counsel that there may be one or more legal defenses available to
the indemnifying party different from or in conflict with any legal
defenses which may be available to the Distributing Purchaser (in which
case the indemnifying party shall not have the right to assume the defense
of such action on behalf of the Distributing Purchaser, it being
understood, however, that the indemnifying party shall, in connection with
any one such action or separate but substantially similar or related
actions in the same jurisdiction arising out of the same general
allegations or circumstances, be liable only for the reasonable fees and
expenses of one separate firm of attorneys for the Distributing Purchaser,
which firm shall be designated in writing by the Distributing Purchaser
and be approved by the indemnifying party).  No settlement of any action
against an indemnified party shall be made without the prior written
consent of the indemnified party, which consent shall not be unreasonably
withheld.

          All fees and expenses of the indemnified party (including
reasonable costs of defense and investigation in a manner not inconsistent
with this Section and all reasonable attorneys' fees and expenses) shall
be paid to the indemnified party, as incurred, within ten (10) Trading
Days of written notice thereof to the indemnifying party (regardless of
whether it is ultimately determined that an indemnified party is not
entitled to indemnification hereunder; provided, that the indemnifying
party may require such indemnified party to undertake to reimburse all
such fees and expenses to the extent it is finally judicially determined
that such indemnified party is not entitled to indemnification hereunder).

          Section 7. Contribution.  In order to provide for just and
equitable contribution under the Securities Act in any case in which (i)
the indemnified party makes a claim for indemnification pursuant to
Section 6 hereof but is judicially determined (by the entry of a final
judgment or decree by a court of competent jurisdiction and the expiration
of time to appeal or the denial of the last right of appeal) that such
indemnification may not be enforced in such case notwithstanding the fact
that the express provisions of Section 6 hereof provide for
indemnification in such case, or (ii) contribution under the Securities
Act may be required on the part of any indemnified party, then the Company
and the applicable Distributing Purchaser shall contribute to the
aggregate losses, claims, damages or liabilities to which they may be
subject (which shall, for all purposes of this Agreement, include, but not
be limited to, all reasonable costs of defense and investigation and all
reasonable attorneys' fees), in either such case (after contribution from
others) on the basis of relative fault as well as any other relevant
equitable considerations.  The relative fault shall be determined by
reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company on the one
hand or the applicable Distributing Purchaser on the other hand, and the
parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission.   The Company and the
Distributing Purchaser agree that it would not be just and equitable if
contribution pursuant to this Section 7 were determined by pro rata
allocation or by any other method of allocation which does not take
account of the equitable considerations referred to in this Section 7.
The amount paid or payable by an indemnified party as a result of the
losses, claims, damages or liabilities (or actions in respect thereof)
referred to above in this Section 7 shall be deemed to include any legal
or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or claim. No
person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent misrepresentation.

          Notwithstanding any other provision of this Section 7, in no
event shall any (i) Purchaser be required to undertake liability to any
person under this Section 7 for any amounts in excess of the dollar amount
of the net proceeds to be received by the Purchaser from the sale of the
Purchaser's Registrable Securities (after deducting any fees, discounts
and commissions applicable thereto) pursuant to any Registration Statement
under which such Registrable Securities are to be registered under the
Securities Act and (ii) underwriter be required to undertake liability to
any person hereunder for any amounts in excess of the aggregate discount,
commission or other compensation payable to such underwriter with respect
to the Registrable Securities underwritten by it and distributed pursuant
to the Registration Statement.

          Section 8. Notices.  All notices, demands, requests, consents,
approvals, and other communications required or permitted hereunder shall
be in writing and, unless otherwise specified herein, shall be delivered
as set forth in the Purchase Agreement.

          Section 9. Assignment.  Neither this Agreement nor any rights of
the Purchaser or the Company hereunder may be assigned by either party to
any other person. Notwithstanding the foregoing, (a) the provisions of
this Agreement shall inure to the benefit of, and be enforceable by, any
transferee of any of the Common Stock purchased by the Purchaser pursuant
to the Purchase Agreement other than through open-market sales, and (b)
upon the prior written consent of the Company, which consent shall not be
unreasonably withheld or delayed in the case of an assignment to an
affiliate of the Purchaser, the Purchaser's interest in this Agreement may
be assigned at any time, in whole or in part, to any other person or
entity (including any affiliate of the Purchaser) who agrees to be bound
hereby.

          Section 10. Counterparts/Facsimile.  This Agreement may be
executed in two or more counterparts, each of which shall constitute an
original, but all of which, when together shall constitute but one and the
same instrument, and shall become effective when one or more counterparts
have been signed by each party hereto and delivered to the other party.
In lieu of the original, a facsimile transmission or copy of the original
shall be as effective and enforceable as the original.

          Section 11. Remedies.  The remedies provided in this Agreement
are cumulative and not exclusive of any remedies provided by law.  If any
term, provision, covenant or restriction of this Agreement is held by a
court of competent jurisdiction to be invalid, illegal, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions set forth herein shall remain in full force and effect and
shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their best efforts to find and employ an alternative
means to achieve the same or substantially the same result as that
contemplated by such term, provision, covenant or restriction.  It is
hereby stipulated and declared to be the intention of the parties that
they would have executed the remaining terms, provisions, covenants and
restrictions without including any of such that may be hereafter declared
invalid, illegal, void or unenforceable.

          Section 12. Conflicting Agreements.  The Company shall not enter
into any agreement with respect to its securities that is inconsistent
with the rights granted to the holders of Registrable Securities in this
Agreement or otherwise prevents the Company from complying with all of its
obligations hereunder.

          Section 13. Headings.  The headings in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

          Section 14. Governing Law.  This Agreement shall be governed by
and construed in accordance with the laws of the State of New York
applicable to contracts made in New York by persons domiciled in New York
City and without regard to its principles of conflicts of laws. Any action
may be brought as set forth in the Purchase Agreement.  Any party shall
have the right to seek injunctive relief from any court of competent
jurisdiction in any case where such relief is available.  Any dispute
under this Agreement shall be submitted to arbitration under the American
Arbitration Association (the "AAA") in New York City, New York, and shall
be finally and conclusively determined by the decision of a board of
arbitration consisting of three (3) members (hereinafter referred to as
the "Board of Arbitration") selected as according to the rules governing
the AAA.  The Board of Arbitration shall meet on consecutive business days
in New York City, New York, and shall reach and render a decision in
writing (concurred in by a majority of the members of the Board of
Arbitration) with respect to the amount, if any, which the losing party is
required to pay to the other party in respect of a claim filed.  In
connection with rendering its decisions, the Board of Arbitration shall
adopt and follow the laws of the State of New York.  To the extent
practical, decisions of the Board of Arbitration shall be rendered no more
than thirty (30) calendar days following commencement of proceedings with
respect thereto. The Board of Arbitration shall cause its written decision
to be delivered to all parties involved in the dispute. The Board of
Arbitration shall be authorized and is directed to enter a default
judgment against any party refusing to participate in the arbitration
proceeding within thirty days of any deadline for such participation. Any
decision made by the Board of Arbitration (either prior to or after the
expiration of such thirty (30) calendar day period) shall be final,
binding and conclusive on the parties to the dispute, and entitled to be
enforced to the fullest extent permitted by law and entered in any court
of competent jurisdiction. The prevailing party shall be awarded its
costs, including attorneys' fees, from the non-prevailing party as part of
the arbitration award.  Any party shall have the right to seek injunctive
relief from any court of competent jurisdiction in any case where such
relief is available.  The prevailing party in such injunctive action shall
be awarded its costs, including attorney's fees, from the non-prevailing
party.

          Section 15. Severability.  If any provision of this Agreement
shall for any reason be held invalid or unenforceable, such invalidity or
unenforceablity shall not affect any other provision hereof and this
Agreement shall be construed as if such invalid or unenforceable provision
had never been contained herein.  Terms not otherwise defined herein shall
be defined in accordance with the Purchase Agreement.

          IN WITNESS WHEREOF, the parties hereto have caused this
Registration Rights Agreement to be duly executed, on this 21st day of
July, 2000

                               CAVION TECHNOLOGIES, INC.



                               By: /s/David J. Selina
                                   David L. Selina, President & CEO


                               MOTHLAKE INTERNATIONAL LIMITED



                               By: /s/Hans Gassner
                                   Hans Gassner, Authorized Signatory

EX-10.3

                                                                 EXHIBIT B

                             ESCROW AGREEMENT


          THIS ESCROW AGREEMENT (this "Agreement") is made as of July 21,
2000, by and among Cavion Technologies, Inc., a corporation incorporated
under the laws of Colorado (the "Company"), Mothlake International Limited
("Purchaser"), and Epstein Becker & Green, P.C., having an address at 250
Park Avenue, New York, NY 10177 (the "Escrow Agent").  Capitalized terms
used but not defined herein shall have the meanings set forth in the
Common Stock Purchase Agreement referred to in the first recital.

          WHEREAS, the Purchaser will from time to time as requested by
the Company, purchase shares of the Company's Common Stock from the
Company as set forth in that certain Common Stock Purchase Agreement (the
"Purchase Agreement") dated the date hereof between the Purchaser and the
Company, which will be issued as per the terms and conditions contained
herein and in the Purchase Agreement; and

          WHEREAS, the Company and the Purchaser have requested that the
Escrow Agent hold in escrow and then distribute the initial documents and
certain funds which are conditions precedent to the effectiveness of the
Purchase Agreement, and have further requested that upon each exercise of
a Draw Down, the Escrow Agent hold the relevant documents and the
applicable purchase price pending receipt by Purchaser of certificates
representing the securities issuable upon such Draw Down;

          NOW, THEREFORE, in consideration of the covenants and mutual
promises contained herein and other good and valuable consideration, the
receipt and legal sufficiency of which are hereby acknowledged and
intending to be legally bound hereby, the parties agree as follows:

                                 ARTICLE I

                TERMS OF THE ESCROW FOR THE INITIAL CLOSING

           1.1.   The parties hereby agree to establish an escrow  account
with  the  Escrow Agent whereby the Escrow Agent shall hold the funds  and
documents which are referenced in Section 5.2 of the Purchase Agreement.

           1.2.   At the Closing, the Company shall deliver to the  Escrow
Agent:

               (i) the original executed Registration Rights Agreement in
                    the form of Exhibit A to the Purchase Agreement;

               (ii) the original executed opinion of Gorsuch Kirgis LLP,
                    in the form of Exhibit C to the Purchase Agreement;

               (iii) the sum of $25,000 for the fees and expenses of the
                    Purchaser's counsel;

               (iv) the original executed Company counterpart of this
                    Escrow Agreement;

               (v) the original executed Company counterpart of the
                    Purchase Agreement;

               (vi) the original executed Initial Warrant in the form of
                    Exhibit E to the Purchase Agreement; and

               (vii) a warrant certificate issued to Avalon Research  to
                    purchase up to 80,000 shares of Common Stock with a
                    term and exercise price identical to that of the
                    Initial Warrant (the "Avalon Warrant").

               1.3  Upon receipt of the foregoing, and receipt of executed
counterparts from Purchaser of the Purchase Agreement, the Registration
Rights Agreement and this Escrow Agreement, the Escrow Agent shall
calculate and enter the number, the exercise price, the issuance date and
termination date on the face of the Initial Warrant and the Avalon Warrant
and immediately transfer the sum of Twenty-Five Thousand Dollars ($25,000)
to Epstein Becker & Green, P.C. ("EB&G"), 250 Park Avenue, New York, New
York 10177 for the Purchaser's legal, administrative and escrow costs and
the Escrow Agent shall then arrange to have the Purchase Agreement, this
Escrow Agreement, the Registration Rights Agreement, the Initial Warrant
and the Avalon Warrant and the opinion of counsel delivered to the
appropriate parties.

               1.4  Wire transfers to the Escrow Agent shall be made as
follows:

                       Epstein Becker & Green, P.C.
                           Master Escrow Account
                           Chase Manhattan Bank
                        1411 Broadway - Fifth Floor
                         New York, New York 10018
                             ABA No. 021000021
                         Account No. 035-1-346036
                           Attention: L. Borneo



                                ARTICLE II

                  TERMS OF THE ESCROW FOR EACH DRAW DOWN

               2.1  Each time the Company shall send a Draw Down Notice to
the Purchaser as provided in the Purchase Agreement, it shall send a copy,
by facsimile, to the Escrow Agent.

               2.2  Each time the Purchaser shall purchase Shares pursuant
to a Draw Down, the Purchaser shall send the applicable purchase price of
the Draw Down Shares to the Escrow Agent, which shall advise the Company
in writing that it has received the purchase price for such Draw Down
Shares.  The Company shall promptly, but no later than three (3) Trading
Days after receipt of such funding notice from the Escrow Agent, cause its
transfer agent to issue the Draw Down Shares to the Purchaser via DTC
deposit to the account specified by the Purchaser from time to time and
deliver the Purchase Warrants to the Escrow Agent.  Upon receipt of
written confirmation from the transfer agent or from the Purchaser that
such Draw Down Shares have been so deposited, or have been so delivered,
the Escrow Agent shall, within one (1) Trading Day, calculate and enter
the number, exercise price, the initial issuance date and the termination
date on the face of the Purchase Warrants and wire 92% of the Purchase
Price of the Draw Down per the written instructions of the Company, net of
$1,500 as escrow expenses to the Escrow Agent, and the remaining 8% of the
purchase price as directed by Avalon Research and deliver the Purchase
Warrants to the Purchaser.

ARTICLE III


                               MISCELLANEOUS

               3.1  No waiver or any breach of any covenant or provision
herein contained shall be deemed a waiver of any preceding or succeeding
breach thereof, or of any other covenant or provision herein contained.
No extension of time for performance of any obligation or act shall be
deemed an extension of the time for performance of any other obligation or
act.

               3.2  All notices or other communications required or
permitted hereunder shall be in writing, and shall be sent by fax,
overnight courier, registered or certified mail, postage prepaid, return
receipt requested, and shall be deemed received upon receipt thereof, as
set forth in the Purchase Agreement.

               3.3  This Escrow Agreement shall be binding upon and shall
inure to the benefit of the permitted successors and permitted assigns of
the parties hereto.

               3.4  This Escrow Agreement is the final expression of, and
contains the entire agreement between, the parties with respect to the
subject matter hereof and supersedes all prior understandings with respect
thereto.  This Escrow Agreement may not be modified, changed, supplemented
or terminated, nor may any obligations hereunder be waived, except by
written instrument signed by the parties to be charged or by their
respective agents duly authorized in writing or as otherwise expressly
permitted herein.

               3.5  Whenever required by the context of this Escrow
Agreement, the singular shall include the plural and masculine shall
include the feminine.  This Escrow Agreement shall not be construed as if
it had been prepared by one of the parties, but rather as if both parties
had prepared the same.  Unless otherwise indicated, all references to
Articles are to this Escrow Agreement.

               3.6  The parties hereto expressly agree that this Escrow
Agreement shall be governed by, interpreted under and construed and
enforced in accordance with the laws of the State of New York.  Except as
expressly set forth herein, any action to enforce, arising out of, or
relating in any way to, any provisions of this Escrow Agreement shall
brought in the Federal or state courts of New York, New York as is more
fully set forth in the Purchase Agreement.

               3.7  The Escrow Agent's duties hereunder may be altered,
amended, modified or revoked only by a writing signed by the Company,
Purchaser and the Escrow Agent.

               3.8  The Escrow Agent shall be obligated only for the
performance of such duties as are specifically set forth herein and may
rely and shall be protected in relying or refraining from acting on any
instrument reasonably believed by the Escrow Agent to be genuine and to
have been signed or presented by the proper party or parties.  The Escrow
Agent shall not be personally liable for any act the Escrow Agent may do
or omit to do hereunder as the Escrow Agent while acting in good faith,
excepting only its own gross negligence or willful misconduct, and any act
done or omitted by the Escrow Agent pursuant to the advice of the Escrow
Agent's attorneys-at-law (other than Escrow Agent itself) shall be
conclusive evidence of such good faith.

               3.9  The Escrow Agent is hereby expressly authorized to
disregard any and all warnings given by any of the parties hereto or by
any other person or corporation, excepting only orders or process of
courts of law and is hereby expressly authorized to comply with and obey
orders, judgments or decrees of any court.  In case the Escrow Agent obeys
or complies with any such order, judgment or decree, the Escrow Agent
shall not be liable to any of the parties hereto or to any other person,
firm or corporation by reason of such decree being subsequently reversed,
modified, annulled, set aside, vacated or found to have been entered
without jurisdiction.

               3.10  The Escrow Agent shall not be liable in any respect
on account of the identity, authorization or rights of the parties
executing or delivering or purporting to execute or deliver the Purchase
Agreement or any documents or papers deposited or called for thereunder or
hereunder.

               3.11  The Escrow Agent shall be entitled to employ such
legal counsel and other experts as the Escrow Agent may deem necessary
properly to advise the Escrow Agent in connection with the Escrow Agent's
duties hereunder, may rely upon the advice of such counsel, and may pay
such counsel reasonable compensation therefor.  THE ESCROW AGENT HAS ACTED
AS LEGAL COUNSEL FOR THE PURCHASER, AND MAY CONTINUE TO ACT AS LEGAL
COUNSEL FOR THE PURCHASER, FROM TIME TO TIME, NOTWITHSTANDING ITS DUTIES
AS THE ESCROW AGENT HEREUNDER.  THE COMPANY CONSENTS TO THE ESCROW AGENT
IN SUCH CAPACITY AS LEGAL COUNSEL FOR THE PURCHASER AND WAIVES ANY CLAIM
THAT SUCH REPRESENTATION REPRESENTS A CONFLICT OF INTEREST ON THE PART OF
THE ESCROW AGENT.  THE COMPANY UNDERSTANDS THAT THE PURCHASER AND THE
ESCROW AGENT ARE RELYING EXPLICITLY ON THE FOREGOING PROVISION IN ENTERING
INTO THIS ESCROW AGREEMENT.

               3.12  The Escrow Agent's responsibilities as escrow agent
hereunder shall terminate if the Escrow Agent shall resign by written
notice to the Company and the Purchaser.  In the event of any such
resignation, the Purchaser and the Company shall appoint a successor
Escrow Agent.

               3.13  If the Escrow Agent reasonably requires other or
further instruments in connection with this Escrow Agreement or
obligations in respect hereto, the necessary parties hereto shall join in
furnishing such instruments.

               3.14  It is understood and agreed that should any dispute
arise with respect to the delivery and/or ownership or right of possession
of the documents or the escrow funds held by the Escrow Agent hereunder,
the Escrow Agent is authorized and directed in the Escrow Agent's sole
discretion (1) to retain in the Escrow Agent's possession without
liability to anyone all or any part of said documents or the escrow funds
until such disputes shall have been settled either by mutual written
agreement of the parties concerned by a final order, decree or judgment or
a court of competent jurisdiction after the time for appeal has expired
and no appeal has been perfected, but the Escrow Agent shall be under no
duty whatsoever to institute or defend any such proceedings or (2) to
deliver the escrow funds and any other property and documents held by the
Escrow Agent hereunder to a state or Federal court having competent
subject matter jurisdiction and located in the State and City of New York
in accordance with the applicable procedure therefor.

               3.15  The Company and the Purchaser agree jointly and
severally to indemnify and hold harmless the Escrow Agent and its
partners, employees, agents and representatives from any and all claims,
liabilities, costs or expenses in any way arising from or relating to the
duties or performance of the Escrow Agent hereunder or the transactions
contemplated hereby or by the Purchase Agreement other than any such
claim, liability, cost or expense to the extent the same shall have been
determined by final, unappealable judgment of a court of competent
jurisdiction to have resulted from the gross negligence or willful
misconduct of the Escrow Agent.


          IN WITNESS WHEREOF, the parties hereto have executed this Escrow
Agreement as of this 21st day of July, 2000.

                                   CAVION TECHNOLOGIES, INC.



                                   By:/s/David J. Selina
                                   David J. Selina, President & CEO


                                   MOTHLAKE INTERNATIONAL LIMITED



                                   By:/s/ Hans Gassner
                                     Hans Gassner, Authorized Signatory


                                   ESCROW AGENT:

                                   EPSTEIN BECKER & GREEN, P.C.



                                   By:/s/Robert F. Charron
                                     Robert F. Charron, Authorized
                                     Signatory

EX-10.4

NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT") OR ANY OTHER APPLICABLE STATE SECURITIES LAWS IN
RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT PURSUANT TO REGULATION D AND SUCH OTHER SECURITIES LAWS.
NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF MAY BE
SOLD, PLEDGED, TRANSFERRED, ENCUMBERED OR OTHERWISE DISPOSED OF EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT
OR IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE PROVISIONS
OF THE SECURITIES ACT OR ANY APPLICABLE STATE LAWS. THIS WARRANT MAY NOT
BE EXERCISED BY OR ON BEHALF OF A UNITED STATES PERSON UNLESS REGISTERED
UNDER THE SECURITIES ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS
AVAILABLE, AS REQUIRED BY REGULATION D.


                          STOCK PURCHASE WARRANT


               To Purchase 60,000 Shares of Common Stock of

                         Cavion Technologies, Inc.

          THIS CERTIFIES that, for value received, Mothlake International
Limited (the "Holder"), is entitled, upon the terms and subject to the
limitations on exercise and the conditions hereinafter set forth, at any
time on or after the date hereof (the "Initial Exercise Date") and on or
prior to the close of business on July 21, 2003 (the "Termination Date")
but not thereafter, to subscribe for and purchase from Cavion
Technologies, Inc., a corporation incorporated in the State of Colorado
(the "Company"), up to 60,000 shares (the "Warrant Shares") of Class A
Common Stock, $0.0001 par value, of the Company (the "Common Stock").  The
purchase price of one share of Common Stock (the "Exercise Price") under
this Warrant shall be $10.17 (110% of the closing bid prices on the 15
Trading Days prior to the Initial Closing Date.  The Exercise Price and
the number of shares for which the Warrant is exercisable shall be subject
to adjustment as provided herein. In the event of any conflict between the
terms of this Warrant and the Common Stock Purchase Agreement dated as of
July 21, 2000 pursuant to which this Warrant has been issued (the
"Purchase Agreement"), the Purchase Agreement shall control. Capitalized
terms used and not otherwise defined herein shall have the meanings set
forth for such terms in the Purchase Agreement.

          1.   TITLE TO WARRANT.  Prior to the Termination Date and
subject to compliance with applicable laws, this Warrant and all rights
hereunder are transferable, in whole or in part, at the office or agency
of the Company by the holder hereof in person or by duly authorized
attorney, upon surrender of this Warrant together with the Assignment Form
annexed hereto properly endorsed.

          2.   AUTHORIZATION OF SHARES.  The Company covenants that all
shares of Common Stock which may be issued upon the exercise of rights
represented by this Warrant will, upon exercise of the rights represented
by this Warrant, be duly authorized, validly issued, fully paid and
nonassessable and free from all taxes, liens and charges in respect of the
issue thereof (other than taxes in respect of any transfer occurring
contemporaneously with such issue).

          3.   EXERCISE OF WARRANT.

               (a)  Except as provided in Section 4 herein, exercise of
the purchase rights represented by this Warrant may be made at any time or
times on or after the Initial Exercise Date, and before the close of
business on the Termination Date by the surrender of this Warrant and the
Notice of Exercise Form annexed hereto duly executed, at the office of the
Company (or such other office or agency of the Company as it may designate
by notice in writing to the registered holder hereof at the address of
such holder appearing on the books of the Company) and upon payment of the
Exercise Price of the shares thereby purchased by wire transfer or
cashier's check drawn on a United States bank, the holder of this Warrant
shall be entitled to receive a certificate for the number of shares of
Common Stock so purchased. Certificates for shares purchased hereunder
shall be delivered to the holder hereof within three (3) Trading Days
after the date on which this Warrant shall have been exercised as
aforesaid. This Warrant shall be deemed to have been exercised and such
certificate or certificates shall be deemed to have been issued, and
Holder or any other person so designated to be named therein shall be
deemed to have become a holder of record of such shares for all purposes,
as of the date the Warrant has been exercised by payment to the Company of
the Exercise Price and all taxes required to be paid by Holder, if any,
pursuant to Section 5 prior to the issuance of such shares, have been
paid.

               (b)  If this Warrant shall have been exercised in part, the
Company shall, at the time of delivery of the certificate or certificates
representing Warrant Shares, deliver to Holder a new Warrant evidencing
the rights of Holder to purchase the unpurchased shares of Common Stock
called for by this Warrant, which new Warrant shall in all other respects
be identical with this Warrant.

               (c)  This Warrant shall also be exercisable by means of a
"cashless exercise" in which the holder shall be entitled to receive a
certificate for the number of shares equal to the quotient obtained by
dividing [(A-B) (X)] by (A), where:

(A) = the average of the high and low trading prices per share of Common
Stock on the Trading Day preceding the date of such election on the Nasdaq
Stock Market, or if the Common Stock is not traded on the Nasdaq Stock
Market, then the Principal Market in terms of volume, and converted into
US Dollars;

(B) =  the Exercise Price of the Warrants; and

(X) = the number of shares issuable upon exercise of the Warrants in
accordance with the terms of this Warrant.

          4.   NO FRACTIONAL SHARES OR SCRIP.  No fractional shares or
scrip representing fractional shares shall be issued upon the exercise of
this Warrant.  As to any fraction of a share which Holder would otherwise
be entitled to purchase upon such exercise, the Company shall pay a cash
adjustment in respect of such final fraction in an amount equal to the
Exercise Price.

          5.   CHARGES, TAXES AND EXPENSES.  Issuance of certificates for
shares of Common Stock upon the exercise of this Warrant shall be made
without charge to the holder hereof for any issue or transfer tax or other
incidental expense in respect of the issuance of such certificate, all of
which taxes and expenses shall be paid by the Company, and such
certificates shall be issued in the name of the holder of this Warrant or
in such name or names as may be directed by the holder of this Warrant;
provided, however, that in the event certificates for shares of Common
Stock are to be issued in a name other than the name of the holder of this
Warrant, this Warrant when surrendered for exercise shall be accompanied
by the Assignment Form attached hereto duly executed by the holder hereof;
and the Company may require, as a condition thereto, the payment of a sum
sufficient to reimburse it for any transfer tax incidental thereto.

          6.   CLOSING OF BOOKS.  The Company will not close its
shareholder books or records in any manner which prevents the timely
exercise of this Warrant.

          7.   TRANSFER, DIVISION AND COMBINATION.  (a) Subject to
compliance with any applicable securities laws, transfer of this Warrant
and all rights hereunder, in whole or in part, shall be registered on the
books of the Company to be maintained for such purpose, upon surrender of
this Warrant at the principal office of the Company, together with a
written assignment of this Warrant substantially in the form attached
hereto duly executed by Holder or its agent or attorney and funds
sufficient to pay any transfer taxes payable upon the making of such
transfer.  Upon such surrender and, if required, such payment, the Company
shall execute and deliver a new Warrant or Warrants in the name of the
assignee or assignees and in the denomination or denominations specified
in such instrument of assignment, and shall issue to the assignor a new
Warrant evidencing the portion of this Warrant not so assigned, and this
Warrant shall promptly be cancelled.  A Warrant, if properly assigned, may
be exercised by a new holder for the purchase of shares of Common Stock
without having a new Warrant issued.

               (b)  This Warrant may be divided or combined with other
Warrants upon presentation hereof at the aforesaid office of the Company,
together with a written notice specifying the names and denominations in
which new Warrants are to be issued, signed by Holder or its agent or
attorney.  Subject to compliance with Section 7(a), as to any transfer
which may be involved in such division or combination, the Company shall
execute and deliver a new Warrant or Warrants in exchange for the Warrant
or Warrants to be divided or combined in accordance with such notice.

               (c)  The Company shall prepare, issue and deliver at its
own expense (other than transfer taxes) the new Warrant or Warrants under
this Section 7.

               (d)  The Company agrees to maintain, at its aforesaid
office, books for the registration and the registration of transfer of the
Warrants.

          8.   NO RIGHTS AS SHAREHOLDER UNTIL EXERCISE.  This Warrant does
not entitle the holder hereof to any voting rights or other rights as a
shareholder of the Company prior to the exercise hereof.  Upon the
surrender of this Warrant and the payment of the aggregate Exercise Price,
the Warrant Shares so purchased shall be and be deemed to be issued to
such holder as the record owner of such shares as of the close of business
on the later of the date of such surrender or payment.

          9.   LOSS, THEFT, DESTRUCTION OR MUTILATION OF WARRANT.  The
Company covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this
Warrant certificate or any stock certificate relating to the Warrant
Shares, and in case of loss, theft or destruction, of indemnity or
security reasonably satisfactory to it (which shall not include the
posting of any bond), and upon surrender and cancellation of such Warrant
or stock certificate, if mutilated, the Company will make and deliver a
new Warrant or stock certificate of like tenor and dated as of such
cancellation, in lieu of such Warrant or stock certificate.

          10.  SATURDAYS, SUNDAYS, HOLIDAYS, ETC.  If the last or
appointed day for the taking of any action or the expiration of any right
required or granted herein shall be a Saturday, Sunday or a legal holiday,
then such action may be taken or such right may be exercised on the next
succeeding day not a Saturday, Sunday or legal holiday.

          11.  ADJUSTMENTS OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES.

               (a)  STOCK SPLITS, ETC. The number and kind of securities
purchasable upon the exercise of this Warrant and the Exercise Price shall
be subject to adjustment from time to time upon the happening of any of
the following.  In case the Company shall (i) pay a dividend in shares of
Common Stock or make a distribution in shares of Common Stock to holders
of its outstanding Common Stock, (ii) subdivide its outstanding shares of
Common Stock into a greater number of shares of Common Stock, (iii)
combine its outstanding shares of Common Stock into a smaller number of
shares of Common Stock or (iv) issue any shares of its capital stock in a
reclassification of the Common Stock, then the number of Warrant Shares
purchasable upon exercise of this Warrant immediately prior thereto shall
be adjusted so that the holder of this Warrant shall be entitled to
receive the kind and number of Warrant Shares or other securities of the
Company which he would have owned or have been entitled to receive had
such Warrant been exercised in advance thereof.  Upon each such adjustment
of the kind and number of Warrant Shares or other securities of the
Company which are purchasable hereunder, the holder of this Warrant shall
thereafter be entitled to purchase the number of Warrant Shares or other
securities resulting from such adjustment at an Exercise Price per Warrant
Share or other security obtained by multiplying the Exercise Price in
effect immediately prior to such adjustment by the number of Warrant
Shares purchasable pursuant hereto immediately prior to such adjustment
and dividing by the number of Warrant Shares or other securities of the
Company resulting from such adjustment.  An adjustment made pursuant to
this paragraph shall become effective immediately after the effective date
of such event retroactive to the record date, if any, for such event.

               (b)  REORGANIZATION, RECLASSIFICATION, MERGER,
CONSOLIDATION OR DISPOSITION OF ASSETS.  In case the Company shall
reorganize its capital, reclassify its capital stock, consolidate or merge
with or into another corporation (where the Company is not the surviving
corporation or where there is a change in or distribution with respect to
the Common Stock of the Company), or sell, transfer or otherwise dispose
of all or substantially all its property, assets or business to another
corporation and, pursuant to the terms of such reorganization,
reclassification, merger, consolidation or disposition of assets, shares
of common stock of the successor or acquiring corporation, or any cash,
shares of stock or other securities or property of any nature whatsoever
(including warrants or other subscription or purchase rights) in addition
to or in lieu of common stock of the successor or acquiring corporation
("Other Property"), are to be received by or distributed to the holders of
Common Stock of the Company, then Holder shall have the right thereafter
to receive, upon exercise of this Warrant, the number of shares of common
stock of the successor or acquiring corporation or of the Company, if it
is the surviving corporation, and Other Property receivable upon or as a
result of such reorganization, reclassification, merger, consolidation or
disposition of assets by a holder of the number of shares of Common Stock
for which this Warrant is exercisable immediately prior to such event.  In
case of any such reorganization, reclassification, merger, consolidation
or disposition of assets, the successor or acquiring corporation (if other
than the Company) shall expressly assume the due and punctual observance
and performance of each and every covenant and condition of this Warrant
to be performed and observed by the Company and all the obligations and
liabilities hereunder, subject to such modifications as may be deemed
appropriate (as determined in good faith by resolution of the Board of
Directors of the Company) in order to provide for adjustments of shares of
Common Stock for which this Warrant is exercisable which shall be as
nearly equivalent as practicable to the adjustments provided for in this
Section 11.  For purposes of this Section 11, "common stock of the
successor or acquiring corporation" shall include stock of such
corporation of any class which is not preferred as to dividends or assets
over any other class of stock of such corporation and which is not subject
to redemption and shall also include any evidences of indebtedness, shares
of stock or other securities which are convertible into or exchangeable
for any such stock, either immediately or upon the arrival of a specified
date or the happening of a specified event and any warrants or other
rights to subscribe for or purchase any such stock.  The foregoing
provisions of this Section 11 shall similarly apply to successive
reorganizations, reclassifications, mergers, consolidations or disposition
of assets.

          12.  VOLUNTARY ADJUSTMENT BY THE COMPANY.  The Company may at
any time during the term of this Warrant, reduce the then current Exercise
Price to any amount and for any period of time deemed appropriate by the
Board of Directors of the Company.

          13.  NOTICE OF ADJUSTMENT.  Whenever the number of Warrant
Shares or number or kind of securities or other property purchasable upon
the exercise of this Warrant or the Exercise Price is adjusted, as herein
provided, the Company shall promptly mail by registered or certified mail,
return receipt requested, to the holder of this Warrant notice of such
adjustment or adjustments setting forth the number of Warrant Shares (and
other securities or property) purchasable upon the exercise of this
Warrant and the Exercise Price of such Warrant Shares (and other
securities or property) after such adjustment, setting forth a brief
statement of the facts requiring such adjustment and setting forth the
computation by which such adjustment was made.  Such notice, in the
absence of manifest error, shall be conclusive evidence of the correctness
of such adjustment.

          14.  NOTICE OF CORPORATE ACTION.  If at any time:

               (a)  the Company shall take a record of the holders of its
Common Stock for the purpose of entitling them to receive a dividend or
other distribution, or any right to subscribe for or purchase any
evidences of its indebtedness, any shares of stock of any class or any
other securities or property, or to receive any other right, or

               (b)  there shall be any capital reorganization of the
Company, any reclassification or recapitalization of the capital stock of
the Company or any consolidation or merger of the Company with, or any
sale, transfer or other disposition of all or substantially all the
property, assets or business of the Company to, another corporation or,

               (c)  there shall be a voluntary or involuntary dissolution,
liquidation or winding up of the Company;

then, in any one or more of such cases, the Company shall give to Holder
(i) at least 30 days' prior written notice of the date on which a record
date shall be selected for such dividend, distribution or right or for
determining rights to vote in respect of any such reorganization,
reclassification, merger, consolidation, sale, transfer, disposition,
liquidation or winding up, and (ii) in the case of any such
reorganization, reclassification, merger, consolidation, sale, transfer,
disposition, dissolution, liquidation or winding up, at least 30 days'
prior written notice of the date when the same shall take place.  Such
notice in accordance with the foregoing clause also shall specify (i) the
date on which any such record is to be taken for the purpose of such
dividend, distribution or right, the date on which the holders of Common
Stock shall be entitled to any such dividend, distribution or right, and
the amount and character thereof, and (ii) the date on which any such
reorganization, reclassification, merger, consolidation, sale, transfer,
disposition, dissolution, liquidation or winding up is to take place and
the time, if any such time is to be fixed, as of which the holders of
Common Stock shall be entitled to exchange their shares of Common Stock
for securities or other property deliverable upon such disposition,
dissolution, liquidation or winding up.  Each such written notice shall be
sufficiently given if addressed to Holder at the last address of Holder
appearing on the books of the Company and delivered in accordance with
Section 16(d).

          15.  AUTHORIZED SHARES.  The Company covenants that during the
period the Warrant is outstanding, it will reserve from its authorized and
unissued Common Stock a sufficient number of shares to provide for the
issuance of the Warrant Shares upon the exercise of any purchase rights
under this Warrant.  The Company further covenants that its issuance of
this Warrant shall constitute full authority to its officers who are
charged with the duty of executing stock certificates to execute and issue
the necessary certificates for the Warrant Shares upon the exercise of the
purchase rights under this Warrant.  The Company will take all such
reasonable action as may be necessary to assure that such Warrant Shares
may be issued as provided herein without violation of any applicable law
or regulation, or of any requirements of  the Principal Market upon which
the Common Stock may be listed.

               The Company shall not by any action, including, without
limitation, amending its articles of incorporation or through any
reorganization, transfer of assets, consolidation, merger, dissolution,
issue or sale of securities or any other voluntary action, avoid or seek
to avoid the observance or performance of any of the terms of this
Warrant, but will at all times in good faith assist in the carrying out of
all such terms and in the taking of all such actions as may be necessary
or appropriate to protect the rights of Holder against impairment.
Without limiting the generality of the foregoing, the Company will (a) not
increase the par value of any shares of Common Stock receivable upon the
exercise of this Warrant above the amount payable therefor upon such
exercise immediately prior to such increase in par value, (b) take all
such action as may be necessary or appropriate in order that the Company
may validly and legally issue fully paid and nonassessable shares of
Common Stock upon the exercise of this Warrant, and (c) use commercially
reasonable efforts to obtain all such authorizations, exemptions or
consents from any public regulatory body having jurisdiction thereof as
may be necessary to enable the Company to perform its obligations under
this Warrant.

               Before taking any action which would result in an
adjustment in the number of shares of Common Stock for which this Warrant
is exercisable or in the Exercise Price, the Company shall obtain all such
authorizations or exemptions thereof, or consents thereto, as may be
necessary from any public regulatory body or bodies having jurisdiction
thereof.

          16.  MISCELLANEOUS.

               (a)  JURISDICTION. This Warrant shall be binding upon any
successors or assigns of the Company.  This Warrant shall constitute a
contract under the laws of New York, without regard to its conflict of
law, principles or rules, and be subject to arbitration pursuant to the
terms set forth in the Purchase Agreement.

               (b)  RESTRICTIONS.  The holder hereof acknowledges that the
Warrant Shares acquired upon the exercise of this Warrant, if not
registered, will have restrictions upon resale imposed by state and
federal securities laws.

               (c)  NONWAIVER AND EXPENSES.  No course of dealing or any
delay or failure to exercise any right hereunder on the part of Holder
shall operate as a waiver of such right or otherwise prejudice Holder's
rights, powers or remedies, notwithstanding all rights hereunder terminate
on the Termination Date.  If the Company willfully fails to comply with
any  provision of this Warrant, the Company shall pay to Holder such
amounts as shall be sufficient to cover any costs and expenses including,
but not limited to, reasonable attorneys' fees, including those of
appellate proceedings, incurred by Holder in collecting any amounts due
pursuant hereto or in otherwise enforcing any of its rights, powers or
remedies hereunder.

               (d)  NOTICES.  Any notice, request or other document
required or permitted to be given or delivered to the holder hereof by the
Company shall be delivered in accordance with the notice provisions of the
Purchase Agreement.

               (e)  LIMITATION OF LIABILITY.  No provision hereof, in the
absence of affirmative action by Holder to purchase shares of Common
Stock, and no enumeration herein of the rights or privileges of Holder
hereof, shall give rise to any liability of Holder for the purchase price
of any Common Stock or as a stockholder of the Company, whether such
liability is asserted by the Company or by creditors of the Company.

               (f)  REMEDIES.  Holder, in addition to being entitled to
exercise all rights granted by law, including recovery of damages, will be
entitled to specific performance of its rights under this Warrant.  The
Company agrees that monetary damages would not be adequate compensation
for any loss incurred by reason of a breach by it of the provisions of
this Warrant and hereby agrees to waive the defense in any action for
specific performance that a remedy at law would be adequate.

               (g)  SUCCESSORS AND ASSIGNS.  Subject to applicable
securities laws, this Warrant and the rights and obligations evidenced
hereby shall inure to the benefit of and be binding upon the successors of
the Company and the successors and permitted assigns of Holder.  The
provisions of this Warrant are intended to be for the benefit of all
Holders from time to time of this Warrant and shall be enforceable by any
such Holder or holder of Warrant Shares.

               (h)  INDEMNIFICATION.  The Company agrees to indemnify and
hold harmless Holder from and against any liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, claims, costs,
attorneys' fees, expenses and disbursements of any kind which may be
imposed upon, incurred by or asserted against Holder in any manner
relating to or arising out of any failure by the Company to perform or
observe in any material respect any of its covenants, agreements,
undertakings or obligations set forth in this Warrant; provided, however,
that the Company will not be liable hereunder to the extent that any
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, claims, costs, attorneys' fees, expenses or disbursements are found
in a final non-appealable judgment by a court to have resulted from
Holder's negligence, bad faith or willful misconduct in its capacity as a
stockholder or warrantholder of the Company.

               (i)  AMENDMENT.  This Warrant may be modified or amended or
the provisions hereof waived with the written consent of the Company and
the Holder.

               (j)  SEVERABILITY.  Wherever possible, each provision of
this Warrant shall be interpreted in such manner as to be effective and
valid under applicable law, but if any provision of this Warrant shall be
prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provisions or the remaining provisions
of this Warrant.

               (k)  HEADINGS.  The headings used in this Warrant are for
the convenience of reference only and shall not, for any purpose, be
deemed a part of this Warrant.

          IN WITNESS WHEREOF, the Company has caused this Warrant to be
executed by its officer thereunto duly authorized.

Dated: July 21, 2000
                                   Cavion Technologies, Inc.



                                   By:/s/David J. Selina
                                      David J. Selina, President & CEO



                            NOTICE OF EXERCISE

To:  Cavion Technologies, Inc.

          (1)  The undersigned hereby elects to purchase ------ shares of
Common Stock (the "Common Stock"), of Cavion Technologies, Inc. pursuant
to the terms of the attached Warrant, and tenders herewith payment of the
exercise price in full, together with all applicable transfer taxes, if
any.

          (2)  Please issue a certificate or certificates representing
said shares of Common Stock in the name of the undersigned or in such
other name as is specified below:

               -------------------------------
               (Name)

               -------------------------------
               (Address)
               -------------------------------



Dated:


                                   ----------------------------------
                                   Signature



                              ASSIGNMENT FORM

                 (To assign the foregoing warrant, execute
                this form and supply required information.
              Do not use this form to exercise the warrant.)



FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby
are hereby assigned to

- ------------------------------------------------- whose address is

- -----------------------------------------------------------------.



- ------------------------------------------------------------------

                                   Dated:  --------------, -------


               Holder's Signature: -------------------------------

               Holder's Address:   -------------------------------

                                   -------------------------------



Signature Guaranteed:  -------------------------------------------




NOTE:  The signature to this Assignment Form must correspond with the name
as it appears on the face of the Warrant, without alteration or
enlargement or any change whatsoever, and must be guaranteed by a bank or
trust company.  Officers of corporations and those acting in an fiduciary
or other representative capacity should file proper evidence of authority
to assign the foregoing Warrant.

EX-10.5

NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT") OR ANY OTHER APPLICABLE STATE SECURITIES LAWS IN
RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT PURSUANT TO REGULATION D AND SUCH OTHER SECURITIES LAWS.
NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF MAY BE
SOLD, PLEDGED, TRANSFERRED, ENCUMBERED OR OTHERWISE DISPOSED OF EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT
OR IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE PROVISIONS
OF THE SECURITIES ACT OR ANY APPLICABLE STATE LAWS. THIS WARRANT MAY NOT
BE EXERCISED BY OR ON BEHALF OF A UNITED STATES PERSON UNLESS REGISTERED
UNDER THE SECURITIES ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS
AVAILABLE, AS REQUIRED BY REGULATION D.


                          STOCK PURCHASE WARRANT


               To Purchase 80,000 Shares of Common Stock of

                         Cavion Technologies, Inc.

          THIS CERTIFIES that, for value received, Avalon Research Group,
Inc. (the "Holder"), is entitled, upon the terms and subject to the
limitations on exercise and the conditions hereinafter set forth, at any
time on or after the date hereof (the "Initial Exercise Date") and on or
prior to the close of business on July 21, 2003 (the "Termination Date")
but not thereafter, to subscribe for and purchase from Cavion
Technologies, Inc., a corporation incorporated in the State of Colorado
(the "Company"), up to 80,000 shares (the "Warrant Shares") of Class A
Common Stock, $0.0001 par value, of the Company (the "Common Stock").  The
purchase price of one share of Common Stock (the "Exercise Price") under
this Warrant shall be $10.17 (110% of the closing bid prices on the 15
Trading Days prior to the Initial Closing Date.  The Exercise Price and
the number of shares for which the Warrant is exercisable shall be subject
to adjustment as provided herein. In the event of any conflict between the
terms of this Warrant and the Common Stock Purchase Agreement dated as of
July 21, 2000 pursuant to which this Warrant has been issued (the
"Purchase Agreement"), the Purchase Agreement shall control. Capitalized
terms used and not otherwise defined herein shall have the meanings set
forth for such terms in the Purchase Agreement.

          1.   TITLE TO WARRANT.  Prior to the Termination Date and
subject to compliance with applicable laws, this Warrant and all rights
hereunder are transferable, in whole or in part, at the office or agency
of the Company by the holder hereof in person or by duly authorized
attorney, upon surrender of this Warrant together with the Assignment Form
annexed hereto properly endorsed.

          2.   AUTHORIZATION OF SHARES.  The Company covenants that all
shares of Common Stock which may be issued upon the exercise of rights
represented by this Warrant will, upon exercise of the rights represented
by this Warrant, be duly authorized, validly issued, fully paid and
nonassessable and free from all taxes, liens and charges in respect of the
issue thereof (other than taxes in respect of any transfer occurring
contemporaneously with such issue).

          3.   EXERCISE OF WARRANT.

               (a)  Except as provided in Section 4 herein, exercise of
the purchase rights represented by this Warrant may be made at any time or
times on or after the Initial Exercise Date, and before the close of
business on the Termination Date by the surrender of this Warrant and the
Notice of Exercise Form annexed hereto duly executed, at the office of the
Company (or such other office or agency of the Company as it may designate
by notice in writing to the registered holder hereof at the address of
such holder appearing on the books of the Company) and upon payment of the
Exercise Price of the shares thereby purchased by wire transfer or
cashier's check drawn on a United States bank, the holder of this Warrant
shall be entitled to receive a certificate for the number of shares of
Common Stock so purchased. Certificates for shares purchased hereunder
shall be delivered to the holder hereof within three (3) Trading Days
after the date on which this Warrant shall have been exercised as
aforesaid. This Warrant shall be deemed to have been exercised and such
certificate or certificates shall be deemed to have been issued, and
Holder or any other person so designated to be named therein shall be
deemed to have become a holder of record of such shares for all purposes,
as of the date the Warrant has been exercised by payment to the Company of
the Exercise Price and all taxes required to be paid by Holder, if any,
pursuant to Section 5 prior to the issuance of such shares, have been
paid.

               (b)  If this Warrant shall have been exercised in part, the
Company shall, at the time of delivery of the certificate or certificates
representing Warrant Shares, deliver to Holder a new Warrant evidencing
the rights of Holder to purchase the unpurchased shares of Common Stock
called for by this Warrant, which new Warrant shall in all other respects
be identical with this Warrant.

               (c)  This Warrant shall also be exercisable by means of a
"cashless exercise" in which the holder shall be entitled to receive a
certificate for the number of shares equal to the quotient obtained by
dividing [(A-B) (X)] by (A), where:

(A) = the average of the high and low trading prices per share of Common
Stock on the Trading Day preceding the date of such election on the Nasdaq
Stock Market, or if the Common Stock is not traded on the Nasdaq Stock
Market, then the Principal Market in terms of volume, and converted into
US Dollars;

(B) =  the Exercise Price of the Warrants; and

(X) = the number of shares issuable upon exercise of the Warrants in
accordance with the terms of this Warrant.

          4.   NO FRACTIONAL SHARES OR SCRIP.  No fractional shares or
scrip representing fractional shares shall be issued upon the exercise of
this Warrant.  As to any fraction of a share which Holder would otherwise
be entitled to purchase upon such exercise, the Company shall pay a cash
adjustment in respect of such final fraction in an amount equal to the
Exercise Price.

          5.   CHARGES, TAXES AND EXPENSES.  Issuance of certificates for
shares of Common Stock upon the exercise of this Warrant shall be made
without charge to the holder hereof for any issue or transfer tax or other
incidental expense in respect of the issuance of such certificate, all of
which taxes and expenses shall be paid by the Company, and such
certificates shall be issued in the name of the holder of this Warrant or
in such name or names as may be directed by the holder of this Warrant;
provided, however, that in the event certificates for shares of Common
Stock are to be issued in a name other than the name of the holder of this
Warrant, this Warrant when surrendered for exercise shall be accompanied
by the Assignment Form attached hereto duly executed by the holder hereof;
and the Company may require, as a condition thereto, the payment of a sum
sufficient to reimburse it for any transfer tax incidental thereto.

          6.   CLOSING OF BOOKS.  The Company will not close its
shareholder books or records in any manner which prevents the timely
exercise of this Warrant.

          7.   TRANSFER, DIVISION AND COMBINATION.  (a) Subject to
compliance with any applicable securities laws, transfer of this Warrant
and all rights hereunder, in whole or in part, shall be registered on the
books of the Company to be maintained for such purpose, upon surrender of
this Warrant at the principal office of the Company, together with a
written assignment of this Warrant substantially in the form attached
hereto duly executed by Holder or its agent or attorney and funds
sufficient to pay any transfer taxes payable upon the making of such
transfer.  Upon such surrender and, if required, such payment, the Company
shall execute and deliver a new Warrant or Warrants in the name of the
assignee or assignees and in the denomination or denominations specified
in such instrument of assignment, and shall issue to the assignor a new
Warrant evidencing the portion of this Warrant not so assigned, and this
Warrant shall promptly be cancelled.  A Warrant, if properly assigned, may
be exercised by a new holder for the purchase of shares of Common Stock
without having a new Warrant issued.

               (b)  This Warrant may be divided or combined with other
Warrants upon presentation hereof at the aforesaid office of the Company,
together with a written notice specifying the names and denominations in
which new Warrants are to be issued, signed by Holder or its agent or
attorney.  Subject to compliance with Section 7(a), as to any transfer
which may be involved in such division or combination, the Company shall
execute and deliver a new Warrant or Warrants in exchange for the Warrant
or Warrants to be divided or combined in accordance with such notice.

               (c)  The Company shall prepare, issue and deliver at its
own expense (other than transfer taxes) the new Warrant or Warrants under
this Section 7.

               (d)  The Company agrees to maintain, at its aforesaid
office, books for the registration and the registration of transfer of the
Warrants.

          8.   No Rights as Shareholder until Exercise.  This Warrant does
not entitle the holder hereof to any voting rights or other rights as a
shareholder of the Company prior to the exercise hereof.  Upon the
surrender of this Warrant and the payment of the aggregate Exercise Price,
the Warrant Shares so purchased shall be and be deemed to be issued to
such holder as the record owner of such shares as of the close of business
on the later of the date of such surrender or payment.

          9.   LOSS, THEFT, DESTRUCTION OR MUTILATION OF WARRANT.  The
Company covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this
Warrant certificate or any stock certificate relating to the Warrant
Shares, and in case of loss, theft or destruction, of indemnity or
security reasonably satisfactory to it (which shall not include the
posting of any bond), and upon surrender and cancellation of such Warrant
or stock certificate, if mutilated, the Company will make and deliver a
new Warrant or stock certificate of like tenor and dated as of such
cancellation, in lieu of such Warrant or stock certificate.

          10.  SATURDAYS, SUNDAYS, HOLIDAYS, ETC.  If the last or
appointed day for the taking of any action or the expiration of any right
required or granted herein shall be a Saturday, Sunday or a legal holiday,
then such action may be taken or such right may be exercised on the next
succeeding day not a Saturday, Sunday or legal holiday.

          11.  ADJUSTMENTS OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES.

               (a)  STOCK SPLITS, ETC. The number and kind of securities
purchasable upon the exercise of this Warrant and the Exercise Price shall
be subject to adjustment from time to time upon the happening of any of
the following.  In case the Company shall (i) pay a dividend in shares of
Common Stock or make a distribution in shares of Common Stock to holders
of its outstanding Common Stock, (ii) subdivide its outstanding shares of
Common Stock into a greater number of shares of Common Stock, (iii)
combine its outstanding shares of Common Stock into a smaller number of
shares of Common Stock or (iv) issue any shares of its capital stock in a
reclassification of the Common Stock, then the number of Warrant Shares
purchasable upon exercise of this Warrant immediately prior thereto shall
be adjusted so that the holder of this Warrant shall be entitled to
receive the kind and number of Warrant Shares or other securities of the
Company which he would have owned or have been entitled to receive had
such Warrant been exercised in advance thereof.  Upon each such adjustment
of the kind and number of Warrant Shares or other securities of the
Company which are purchasable hereunder, the holder of this Warrant shall
thereafter be entitled to purchase the number of Warrant Shares or other
securities resulting from such adjustment at an Exercise Price per Warrant
Share or other security obtained by multiplying the Exercise Price in
effect immediately prior to such adjustment by the number of Warrant
Shares purchasable pursuant hereto immediately prior to such adjustment
and dividing by the number of Warrant Shares or other securities of the
Company resulting from such adjustment.  An adjustment made pursuant to
this paragraph shall become effective immediately after the effective date
of such event retroactive to the record date, if any, for such event.

               (b)  REORGANIZATION, RECLASSIFICATION, MERGER,
CONSOLIDATION OR DISPOSITION OF ASSETS.  In case the Company shall
reorganize its capital, reclassify its capital stock, consolidate or merge
with or into another corporation (where the Company is not the surviving
corporation or where there is a change in or distribution with respect to
the Common Stock of the Company), or sell, transfer or otherwise dispose
of all or substantially all its property, assets or business to another
corporation and, pursuant to the terms of such reorganization,
reclassification, merger, consolidation or disposition of assets, shares
of common stock of the successor or acquiring corporation, or any cash,
shares of stock or other securities or property of any nature whatsoever
(including warrants or other subscription or purchase rights) in addition
to or in lieu of common stock of the successor or acquiring corporation
("Other Property"), are to be received by or distributed to the holders of
Common Stock of the Company, then Holder shall have the right thereafter
to receive, upon exercise of this Warrant, the number of shares of common
stock of the successor or acquiring corporation or of the Company, if it
is the surviving corporation, and Other Property receivable upon or as a
result of such reorganization, reclassification, merger, consolidation or
disposition of assets by a holder of the number of shares of Common Stock
for which this Warrant is exercisable immediately prior to such event.  In
case of any such reorganization, reclassification, merger, consolidation
or disposition of assets, the successor or acquiring corporation (if other
than the Company) shall expressly assume the due and punctual observance
and performance of each and every covenant and condition of this Warrant
to be performed and observed by the Company and all the obligations and
liabilities hereunder, subject to such modifications as may be deemed
appropriate (as determined in good faith by resolution of the Board of
Directors of the Company) in order to provide for adjustments of shares of
Common Stock for which this Warrant is exercisable which shall be as
nearly equivalent as practicable to the adjustments provided for in this
Section 11.  For purposes of this Section 11, "common stock of the
successor or acquiring corporation" shall include stock of such
corporation of any class which is not preferred as to dividends or assets
over any other class of stock of such corporation and which is not subject
to redemption and shall also include any evidences of indebtedness, shares
of stock or other securities which are convertible into or exchangeable
for any such stock, either immediately or upon the arrival of a specified
date or the happening of a specified event and any warrants or other
rights to subscribe for or purchase any such stock.  The foregoing
provisions of this Section 11 shall similarly apply to successive
reorganizations, reclassifications, mergers, consolidations or disposition
of assets.

          12.  VOLUNTARY ADJUSTMENT BY THE COMPANY.  The Company may at
any time during the term of this Warrant, reduce the then current Exercise
Price to any amount and for any period of time deemed appropriate by the
Board of Directors of the Company.

          13.  NOTICE OF ADJUSTMENT.  Whenever the number of Warrant
Shares or number or kind of securities or other property purchasable upon
the exercise of this Warrant or the Exercise Price is adjusted, as herein
provided, the Company shall promptly mail by registered or certified mail,
return receipt requested, to the holder of this Warrant notice of such
adjustment or adjustments setting forth the number of Warrant Shares (and
other securities or property) purchasable upon the exercise of this
Warrant and the Exercise Price of such Warrant Shares (and other
securities or property) after such adjustment, setting forth a brief
statement of the facts requiring such adjustment and setting forth the
computation by which such adjustment was made.  Such notice, in the
absence of manifest error, shall be conclusive evidence of the correctness
of such adjustment.

          14.  NOTICE OF CORPORATE ACTION.  If at any time:

               (a)  the Company shall take a record of the holders of its
Common Stock for the purpose of entitling them to receive a dividend or
other distribution, or any right to subscribe for or purchase any
evidences of its indebtedness, any shares of stock of any class or any
other securities or property, or to receive any other right, or

               (b)  there shall be any capital reorganization of the
Company, any reclassification or recapitalization of the capital stock of
the Company or any consolidation or merger of the Company with, or any
sale, transfer or other disposition of all or substantially all the
property, assets or business of the Company to, another corporation or,

               (c)  there shall be a voluntary or involuntary dissolution,
liquidation or winding up of the Company;

then, in any one or more of such cases, the Company shall give to Holder
(i) at least 30 days' prior written notice of the date on which a record
date shall be selected for such dividend, distribution or right or for
determining rights to vote in respect of any such reorganization,
reclassification, merger, consolidation, sale, transfer, disposition,
liquidation or winding up, and (ii) in the case of any such
reorganization, reclassification, merger, consolidation, sale, transfer,
disposition, dissolution, liquidation or winding up, at least 30 days'
prior written notice of the date when the same shall take place.  Such
notice in accordance with the foregoing clause also shall specify (i) the
date on which any such record is to be taken for the purpose of such
dividend, distribution or right, the date on which the holders of Common
Stock shall be entitled to any such dividend, distribution or right, and
the amount and character thereof, and (ii) the date on which any such
reorganization, reclassification, merger, consolidation, sale, transfer,
disposition, dissolution, liquidation or winding up is to take place and
the time, if any such time is to be fixed, as of which the holders of
Common Stock shall be entitled to exchange their shares of Common Stock
for securities or other property deliverable upon such disposition,
dissolution, liquidation or winding up.  Each such written notice shall be
sufficiently given if addressed to Holder at the last address of Holder
appearing on the books of the Company and delivered in accordance with
Section 16(d).

          15.  AUTHORIZED SHARES.  The Company covenants that during the
period the Warrant is outstanding, it will reserve from its authorized and
unissued Common Stock a sufficient number of shares to provide for the
issuance of the Warrant Shares upon the exercise of any purchase rights
under this Warrant.  The Company further covenants that its issuance of
this Warrant shall constitute full authority to its officers who are
charged with the duty of executing stock certificates to execute and issue
the necessary certificates for the Warrant Shares upon the exercise of the
purchase rights under this Warrant.  The Company will take all such
reasonable action as may be necessary to assure that such Warrant Shares
may be issued as provided herein without violation of any applicable law
or regulation, or of any requirements of  the Principal Market upon which
the Common Stock may be listed.

               The Company shall not by any action, including, without
limitation, amending its articles of incorporation or through any
reorganization, transfer of assets, consolidation, merger, dissolution,
issue or sale of securities or any other voluntary action, avoid or seek
to avoid the observance or performance of any of the terms of this
Warrant, but will at all times in good faith assist in the carrying out of
all such terms and in the taking of all such actions as may be necessary
or appropriate to protect the rights of Holder against impairment.
Without limiting the generality of the foregoing, the Company will (a) not
increase the par value of any shares of Common Stock receivable upon the
exercise of this Warrant above the amount payable therefor upon such
exercise immediately prior to such increase in par value, (b) take all
such action as may be necessary or appropriate in order that the Company
may validly and legally issue fully paid and nonassessable shares of
Common Stock upon the exercise of this Warrant, and (c) use commercially
reasonable efforts to obtain all such authorizations, exemptions or
consents from any public regulatory body having jurisdiction thereof as
may be necessary to enable the Company to perform its obligations under
this Warrant.

               Before taking any action which would result in an
adjustment in the number of shares of Common Stock for which this Warrant
is exercisable or in the Exercise Price, the Company shall obtain all such
authorizations or exemptions thereof, or consents thereto, as may be
necessary from any public regulatory body or bodies having jurisdiction
thereof.

          16.  MISCELLANEOUS.

               (a)  JURISDICTION. This Warrant shall be binding upon any
successors or assigns of the Company.  This Warrant shall constitute a
contract under the laws of New York, without regard to its conflict of
law, principles or rules, and be subject to arbitration pursuant to the
terms set forth in the Purchase Agreement.

               (b)  RESTRICTIONS.  The holder hereof acknowledges that the
Warrant Shares acquired upon the exercise of this Warrant, if not
registered, will have restrictions upon resale imposed by state and
federal securities laws.

               (c)  NONWAIVER AND EXPENSES.  No course of dealing or any
delay or failure to exercise any right hereunder on the part of Holder
shall operate as a waiver of such right or otherwise prejudice Holder's
rights, powers or remedies, notwithstanding all rights hereunder terminate
on the Termination Date.  If the Company willfully fails to comply with
any  provision of this Warrant, the Company shall pay to Holder such
amounts as shall be sufficient to cover any costs and expenses including,
but not limited to, reasonable attorneys' fees, including those of
appellate proceedings, incurred by Holder in collecting any amounts due
pursuant hereto or in otherwise enforcing any of its rights, powers or
remedies hereunder.

               (d)  NOTICES.  Any notice, request or other document
required or permitted to be given or delivered to the holder hereof by the
Company shall be delivered in accordance with the notice provisions of the
Purchase Agreement.

               (e)  LIMITATION OF LIABILITY.  No provision hereof, in the
absence of affirmative action by Holder to purchase shares of Common
Stock, and no enumeration herein of the rights or privileges of Holder
hereof, shall give rise to any liability of Holder for the purchase price
of any Common Stock or as a stockholder of the Company, whether such
liability is asserted by the Company or by creditors of the Company.

               (f)  REMEDIES.  Holder, in addition to being entitled to
exercise all rights granted by law, including recovery of damages, will be
entitled to specific performance of its rights under this Warrant.  The
Company agrees that monetary damages would not be adequate compensation
for any loss incurred by reason of a breach by it of the provisions of
this Warrant and hereby agrees to waive the defense in any action for
specific performance that a remedy at law would be adequate.

               (g)  SUCCESSORS AND ASSIGNS.  Subject to applicable
securities laws, this Warrant and the rights and obligations evidenced
hereby shall inure to the benefit of and be binding upon the successors of
the Company and the successors and permitted assigns of Holder.  The
provisions of this Warrant are intended to be for the benefit of all
Holders from time to time of this Warrant and shall be enforceable by any
such Holder or holder of Warrant Shares.

               (h)  INDEMNIFICATION.  The Company agrees to indemnify and
hold harmless Holder from and against any liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, claims, costs,
attorneys' fees, expenses and disbursements of any kind which may be
imposed upon, incurred by or asserted against Holder in any manner
relating to or arising out of any failure by the Company to perform or
observe in any material respect any of its covenants, agreements,
undertakings or obligations set forth in this Warrant; provided, however,
that the Company will not be liable hereunder to the extent that any
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, claims, costs, attorneys' fees, expenses or disbursements are found
in a final non-appealable judgment by a court to have resulted from
Holder's negligence, bad faith or willful misconduct in its capacity as a
stockholder or warrantholder of the Company.

               (i)  AMENDMENT.  This Warrant may be modified or amended or
the provisions hereof waived with the written consent of the Company and
the Holder.

               (j)  SEVERABILITY.  Wherever possible, each provision of
this Warrant shall be interpreted in such manner as to be effective and
valid under applicable law, but if any provision of this Warrant shall be
prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provisions or the remaining provisions
of this Warrant.

               (k)  HEADINGS.  The headings used in this Warrant are for
the convenience of reference only and shall not, for any purpose, be
deemed a part of this Warrant.

          IN WITNESS WHEREOF, the Company has caused this Warrant to be
executed by its officer thereunto duly authorized.

Dated: July 21, 2000
                              Cavion Technologies, Inc.



                              By:/s/David J. Selina
                                 David J. Selina, President & CEO




































                            NOTICE OF EXERCISE



To:  Cavion Technologies, Inc.


          (1)  The undersigned hereby elects to purchase -------- shares
of Common Stock (the "Common Stock"), of Cavion Technologies, Inc.
pursuant to the terms of the attached Warrant, and tenders herewith
payment of the exercise price in full, together with all applicable
transfer taxes, if any.

          (2)  Please issue a certificate or certificates representing
said shares of Common Stock in the name of the undersigned or in such
other name as is specified below:

               -------------------------------
               (Name)

               -------------------------------
               (Address)
               -------------------------------




Dated:



                                   -------------------------------------
                                   Signature






















                              ASSIGNMENT FORM

                 (To assign the foregoing warrant, execute
                this form and supply required information.
              Do not use this form to exercise the warrant.)



          FOR VALUE RECEIVED, the foregoing Warrant and all rights
evidenced thereby are hereby assigned to

- ----------------------------------------------- whose address is

- ---------------------------------------------------------------.



- ------------------------------------------------------------------

                                   Dated:  --------------, -------


               Holder's Signature: -------------------------------

               Holder's Address:   -------------------------------

                                   -------------------------------



Signature Guaranteed:  -------------------------------------------




NOTE:  The signature to this Assignment Form must correspond with the name
as it appears on the face of the Warrant, without alteration or
enlargement or any change whatsoever, and must be guaranteed by a bank or
trust company.  Officers of corporations and those acting in an fiduciary
or other representative capacity should file proper evidence of authority
to assign the foregoing Warrant.

EX-10.6

                                                                 EXHIBIT E

NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT") OR ANY OTHER APPLICABLE SECURITIES LAWS IN RELIANCE UPON
AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
SUCH OTHER SECURITIES LAWS.  NEITHER THIS WARRANT NOR THE SHARES ISSUABLE
UPON EXERCISE HEREOF MAY BE SOLD, PLEDGED, TRANSFERRED, ENCUMBERED OR
OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR IN A TRANSACTION WHICH IS EXEMPT
FROM REGISTRATION UNDER THE PROVISIONS OF THE SECURITIES ACT.



                          STOCK PURCHASE WARRANT


           To Purchase -------------- Shares of Common Stock of

                         CAVION TECHNOLOGIES, INC.

          THIS CERTIFIES that, for value received, Mothlake International
Limited (the "Holder"), is entitled, upon the terms and subject to the
conditions hereinafter set forth, at any time on or after --------- (the
"Initial Exercise Date") and on or prior to the close of business on the
35th business day after the Initial Exercise Date (the "Termination Date")
but not thereafter, to subscribe for and purchase from Cavion
Technologies, Inc., a Colorado corporation (the "Company"), up to --------
- ------ (---------) shares (the "Warrant Shares") of Common Stock, $.0001
par value, of the Company (the "Common Stock").  The purchase price of one
share of Common Stock (the "Exercise Price") under this Warrant shall be $-
- ---- (the weighted average of the Purchase Prices of the Common Stock
purchased on the applicable Settlement Date).  The Exercise Price and the
number of shares for which the Warrant is exercisable shall be subject to
adjustment as provided herein. In the event of any conflict between the
terms of this Warrant and the Common Stock Purchase Agreement dated July
21, 2000 pursuant to which this Warrant has been issued (the "Purchase
Agreement"), the Purchase Agreement shall control. Capitalized terms used
and not otherwise defined herein shall have the meanings set forth for
such terms in the Purchase Agreement.

          1.   TITLE TO WARRANT.  Prior to the Termination Date and
subject to compliance with applicable laws, this Warrant and all rights
hereunder are transferable, in whole or in part, at the office or agency
of the Company by the holder hereof in person or by duly authorized
attorney, upon surrender of this Warrant together with the Assignment Form
annexed hereto properly endorsed.

          2.   AUTHORIZATION OF SHARES.  The Company covenants that all
shares of Common Stock which may be issued upon the exercise of rights
represented by this Warrant will, upon exercise of the rights represented
by this Warrant, be duly authorized, validly issued, fully paid and
nonassessable and free from all taxes, liens and charges in respect of the
issue thereof (other than taxes in respect of any transfer occurring
contemporaneously with such issue).

          3.   EXERCISE OF WARRANT.  Except as provided in Section 4
herein, exercise of the purchase rights represented by this Warrant may be
made at any time or times on or after the Initial Exercise Date and before
the close of business on the Termination Date.  Exercise of this Warrant
or any part hereof shall be effected by the surrender of this Warrant and
the Notice of Exercise Form annexed hereto duly executed, at the office of
the Company (or such other office or agency of the Company as it may
designate by notice in writing to the registered holder hereof at the
address of such holder appearing on the books of the Company) and upon
payment of the Exercise Price of the shares thereby purchased by wire
transfer or cashier's check drawn on a United States bank, the holder of
this Warrant shall be entitled to receive delivery of the number of shares
of Common Stock so purchased through the Depository Trust Company DWAC
system, if possible, or in the form of one or more certificates. Shares
purchased hereunder shall be delivered to the holder hereof within three
(3) Trading Days after the date on which this Warrant shall have been
exercised as aforesaid. This Warrant shall be deemed to have been
exercised and such shares shall be deemed to have been issued, and Holder
or any other person so designated to be named therein shall be deemed to
have become a holder of record of such shares for all purposes, as of the
date the Warrant has been exercised by payment to the Company of the
Exercise Price and all taxes required to be paid by Holder, if any,
pursuant to Section 5 prior to the issuance of such shares, have been
paid.  If this Warrant shall have been exercised in part, the Company
shall, at the time of delivery of the Warrant Shares, deliver to Holder a
new Warrant evidencing the rights of Holder to purchase the unpurchased
shares of Common Stock called for by this Warrant, which new Warrant shall
in all other respects be identical with this Warrant.

          4.   NO FRACTIONAL SHARES OR SCRIP.  No fractional shares or
scrip representing fractional shares shall be issued upon the exercise of
this Warrant.  As to any fraction of a share which Holder would otherwise
be entitled to purchase upon such exercise, the Company shall pay a cash
adjustment in respect of such final fraction in an amount equal to the
Exercise Price.

          5.   CHARGES, TAXES AND EXPENSES.  Issuance of shares of Common
Stock upon the exercise of this Warrant shall be made without charge to
the Holder hereof for any issue or transfer tax or other incidental
expense in respect of the issuance of such Shares, all of which taxes and
expenses shall be paid by the Company, and such certificates shall be
issued in the name of the Holder of this Warrant or in such name or names
as may be directed by the Holder of this Warrant; PROVIDED, HOWEVER, that
in the event the shares of Common Stock are to be issued in a name other
than the name of the Holder of this Warrant, this Warrant when surrendered
for exercise shall be accompanied by the Assignment Form attached hereto
duly executed by the Holder hereof; and the Company may require, as a
condition thereto, the payment of a sum sufficient to reimburse it for any
transfer tax incidental thereto.

          6.   CLOSING OF BOOKS.  The Company will not close its
shareholder books or records in any manner which prevents the timely
exercise of this Warrant.

          7.   TRANSFER, DIVISION AND COMBINATION.  (a) Subject to
compliance with any applicable securities laws, transfer of this Warrant
and all rights hereunder, in whole or in part, shall be registered on the
books of the Company to be maintained for such purpose, upon surrender of
this Warrant at the principal office of the Company, together with a
written assignment of this Warrant substantially in the form attached
hereto duly executed by Holder or its agent or attorney and funds
sufficient to pay any transfer taxes payable upon the making of such
transfer.  Upon such surrender and, if required, such payment, the Company
shall execute and deliver a new Warrant or Warrants in the name of the
assignee or assignees and in the denomination or denominations specified
in such instrument of assignment, and shall issue to the assignor a new
Warrant evidencing the portion of this Warrant not so assigned, and this
Warrant shall promptly be cancelled.  A Warrant, if properly assigned, may
be exercised by a new holder for the purchase of shares of Common Stock
without having a new Warrant issued.

          (b)  This Warrant may be divided or combined with other Warrants
upon presentation hereof at the aforesaid office of the Company, together
with a written notice specifying the names and denominations in which new
Warrants are to be issued, signed by Holder or its agent or attorney.
Subject to compliance with Section 7(a), as to any transfer which may be
involved in such division or combination, the Company shall execute and
deliver a new Warrant or Warrants in exchange for the Warrant or Warrants
to be divided or combined in accordance with such notice.

          (c)  The Company shall prepare, issue and deliver at its own
expense (other than transfer taxes) the new Warrant or Warrants under this
Section 7.

          (d)  The Company agrees to maintain, at its aforesaid office,
books for the registration and the registration of transfer of the
Warrants.

          8.   NO RIGHTS AS SHAREHOLDER UNTIL EXERCISE.  This Warrant does
not entitle the Holder hereof to any voting rights or other rights as a
shareholder of the Company prior to the exercise hereof.  Upon the
surrender of this Warrant and the payment of the aggregate Exercise Price,
the Warrant Shares so purchased shall be and be deemed to be issued to
such Holder as the record owner of such shares as of the close of business
on the later of the date of such surrender or payment.

          9.   LOSS, THEFT, DESTRUCTION OR MUTILATION OF WARRANT.  The
Company covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this
Warrant certificate or any stock certificate relating to the Warrant
Shares, and in case of loss, theft or destruction, of indemnity or
security reasonably satisfactory to it (which shall not include the
posting of any bond), and upon surrender and cancellation of such Warrant
or stock certificate, if mutilated, the Company will make and deliver a
new Warrant or stock certificate of like tenor and dated as of such
cancellation, in lieu of such Warrant or stock certificate.

          10.  SATURDAYS, SUNDAYS, HOLIDAYS, ETC.  If the last or
appointed day for the taking of any action or the expiration of any right
required or granted herein shall be a Saturday, Sunday or a legal holiday,
then such action may be taken or such right may be exercised on the next
succeeding day not a Saturday, Sunday or legal holiday.

          11.  ADJUSTMENTS OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES.
(a) STOCK SPLITS, ETC. The number and kind of securities purchasable upon
the exercise of this Warrant and the Exercise Price shall be subject to
adjustment from time to time upon the happening of any of the following.
In case the Company shall (i) pay a dividend in shares of Common Stock or
make a distribution in shares of Common Stock to holders of its
outstanding Common Stock, (ii) subdivide its outstanding shares of Common
Stock into a greater number of shares of Common Stock, (iii) combine its
outstanding shares of Common Stock into a smaller number of shares of
Common Stock or (iv) issue any shares of its capital stock in a
reclassification of the Common Stock, then the number of Warrant Shares
purchasable upon exercise of this Warrant immediately prior thereto shall
be adjusted so that the holder of this Warrant shall be entitled to
receive the kind and number of Warrant Shares or other securities of the
Company which he would have owned or have been entitled to receive had
such Warrant been exercised in advance thereof.  Upon each such adjustment
of the kind and number of Warrant Shares or other securities of the
Company which are purchasable hereunder, the holder of this Warrant shall
thereafter be entitled to purchase the number of Warrant Shares or other
securities resulting from such adjustment at an Exercise Price per Warrant
Share or other security obtained by multiplying the Exercise Price in
effect immediately prior to such adjustment by the number of Warrant
Shares purchasable pursuant hereto immediately prior to such adjustment
and dividing by the number of Warrant Shares or other securities of the
Company resulting from such adjustment.  An adjustment made pursuant to
this paragraph shall become effective immediately after the effective date
of such event retroactive to the record date, if any, for such event.

          (b)  REORGANIZATION, RECLASSIFICATION, MERGER, CONSOLIDATION OR
DISPOSITION OF ASSETS.  In case the Company shall reorganize its capital,
reclassify its capital stock, consolidate or merge with or into another
corporation (where the Company is not the surviving corporation or where
there is a change in or distribution with respect to the Common Stock of
the Company), or sell, transfer or otherwise dispose of all or
substantially all its property, assets or business to another corporation
and, pursuant to the terms of such reorganization, reclassification,
merger, consolidation or disposition of assets, shares of common stock of
the successor or acquiring corporation, or any cash, shares of stock or
other securities or property of any nature whatsoever (including warrants
or other subscription or purchase rights) in addition to or in lieu of
common stock of the successor or acquiring corporation ("Other Property"),
are to be received by or distributed to the holders of Common Stock of the
Company, then Holder shall have the right thereafter to receive, upon
exercise of this Warrant, the number of shares of common stock of the
successor or acquiring corporation or of the Company, if it is the
surviving corporation, and Other Property receivable upon or as a result
of such reorganization, reclassification, merger, consolidation or
disposition of assets by a holder of the number of shares of Common Stock
for which this Warrant is exercisable immediately prior to such event.  In
case of any such reorganization, reclassification, merger, consolidation
or disposition of assets, the successor or acquiring corporation (if other
than the Company) shall expressly assume the due and punctual observance
and performance of each and every covenant and condition of this Warrant
to be performed and observed by the Company and all the obligations and
liabilities hereunder, subject to such modifications as may be deemed
appropriate (as determined in good faith by resolution of the Board of
Directors of the Company) in order to provide for adjustments of shares of
Common Stock for which this Warrant is exercisable which shall be as
nearly equivalent as practicable to the adjustments provided for in this
Section 11.  For purposes of this Section 11, "common stock of the
successor or acquiring corporation" shall include stock of such
corporation of any class which is not preferred as to dividends or assets
over any other class of stock of such corporation and which is not subject
to redemption and shall also include any evidences of indebtedness, shares
of stock or other securities which are convertible into or exchangeable
for any such stock, either immediately or upon the arrival of a specified
date or the happening of a specified event and any warrants or other
rights to subscribe for or purchase any such stock.  The foregoing
provisions of this Section 11 shall similarly apply to successive
reorganizations, reclassifications, mergers, consolidations or disposition
of assets.

          12.  VOLUNTARY ADJUSTMENT BY THE COMPANY.  The Company may at
any time during the term of this Warrant, reduce the then current Exercise
Price to any amount and for any period of time deemed appropriate by the
Board of Directors of the Company.

          13.  NOTICE OF ADJUSTMENT.  Whenever the number of Warrant
Shares or number or kind of securities or other property purchasable upon
the exercise of this Warrant or the Exercise Price is adjusted, as herein
provided, the Company shall promptly mail by registered or certified mail,
return receipt requested, to the Holder of this Warrant notice of such
adjustment or adjustments setting forth the number of Warrant Shares (and
other securities or property) purchasable upon the exercise of this
Warrant and the Exercise Price of such Warrant Shares (and other
securities or property) after such adjustment, setting forth a brief
statement of the facts requiring such adjustment and setting forth the
computation by which such adjustment was made.  Such notice, in the
absence of manifest error, shall be conclusive evidence of the correctness
of such adjustment.

          14.  NOTICE OF CORPORATE ACTION.  If at any time:

               (a)  the Company shall take a record of the holders of its
Common Stock for the purpose of entitling them to receive a dividend or
other distribution, or any right to subscribe for or purchase any
evidences of its indebtedness, any shares of stock of any class or any
other securities or property, or to receive any other right, or

               (b)  there shall be any capital reorganization of the
Company, any reclassification or recapitalization of the capital stock of
the Company or any consolidation or merger of the Company with, or any
sale, transfer or other disposition of all or substantially all the
property, assets or business of the Company to, another corporation or,

               (c)  there shall be a voluntary or involuntary dissolution,
liquidation or winding up of the Company;

               (d)  then, in any one or more of such cases, the Company
shall give to Holder (i) at least 30 days' prior written notice of the
date on which a record date shall be selected for such dividend,
distribution or right or for determining rights to vote in respect of any
such reorganization, reclassification, merger, consolidation, sale,
transfer, disposition, liquidation or winding up, and (ii) in the case of
any such reorganization, reclassification, merger, consolidation, sale,
transfer, disposition, dissolution, liquidation or winding up, at least 30
days' prior written notice of the date when the same shall take place.
Such notice in accordance with the foregoing clause also shall specify (i)
the date on which any such record is to be taken for the purpose of such
dividend, distribution or right, the date on which the holders of Common
Stock shall be entitled to any such dividend, distribution or right, and
the amount and character thereof, and (ii) the date on which any such
reorganization, reclassification, merger, consolidation, sale, transfer,
disposition, dissolution, liquidation or winding up is to take place and
the time, if any such time is to be fixed, as of which the holders of
Common Stock shall be entitled to exchange their shares of Common Stock
for securities or other property deliverable upon such disposition,
dissolution, liquidation or winding up.  Each such written notice shall be
sufficiently given if addressed to Holder at the last address of Holder
appearing on the books of the Company and delivered in accordance with
Section 16(d).

          15.  AUTHORIZED SHARES.  The Company covenants that during the
period the Warrant is outstanding, it will reserve from its authorized and
unissued Common Stock a sufficient number of shares to provide for the
issuance of the Warrant Shares upon the exercise of any purchase rights
under this Warrant.  The Company further covenants that its issuance of
this Warrant shall constitute full authority to its officers who are
charged with the duty of executing stock certificates or instructing the
Company's transfer agent to execute and issue the necessary certificates
for, or to instruct the Company's transfer agent to issue the Warrant
Shares upon the exercise of the purchase rights under this Warrant.  The
Company will take all such reasonable action as may be necessary to assure
that such Warrant Shares may be issued as provided herein without
violation of any applicable law or regulation, or of any requirements of
the Principal Market upon which the Common Stock may be listed.

          The Company shall not by any action, including, without
limitation, amending its certificate of incorporation or through any
reorganization, transfer of assets, consolidation, merger, dissolution,
issue or sale of securities or any other voluntary action, avoid or seek
to avoid the observance or performance of any of the terms of this
Warrant, but will at all times in good faith assist in the carrying out of
all such terms and in the taking of all such actions as may be necessary
or appropriate to protect the rights of Holder against impairment.
Without limiting the generality of the foregoing, the Company will (a) not
increase the par value of any shares of Common Stock receivable upon the
exercise of this Warrant above the amount payable therefor upon such
exercise immediately prior to such increase in par value, (b) take all
such action as may be necessary or appropriate in order that the Company
may validly and legally issue fully paid and nonassessable shares of
Common Stock upon the exercise of this Warrant, and (c) use all
commercially reasonable efforts to obtain all such authorizations,
exemptions or consents from any public regulatory body having jurisdiction
thereof as may be necessary to enable the Company to perform its
obligations under this Warrant.

          Upon the request of Holder, the Company will at any time during
the period this Warrant is outstanding acknowledge in writing, in form
reasonably satisfactory to Holder, the continuing validity of this Warrant
and the obligations of the Company hereunder.

          Before taking any action which would cause an adjustment
reducing the current Exercise Price below the then par value, if any, of
the shares of Common Stock issuable upon exercise of the Warrants, the
Company shall take any corporate action which may be necessary in order
that the Company may validly and legally issue fully paid and non-
assessable shares of such Common Stock at such adjusted Exercise Price.

          Before taking any action which would result in an adjustment in
the number of shares of Common Stock for which this Warrant is exercisable
or in the Exercise Price, the Company shall obtain all such authorizations
or exemptions thereof, or consents thereto, as may be necessary from any
public regulatory body or bodies having jurisdiction thereof.

          15.  MISCELLANEOUS.

               (a)  JURISDICTION. This Warrant shall be binding upon any
successors or assigns of the Company.  This Warrant shall constitute a
contract under the laws of New York  without regard to its conflict of law
principles or rules, and be subject to arbitration pursuant to the terms
set forth in the Purchase Agreement.

               (b)  RESTRICTIONS.  The Holder hereof acknowledges that the
Warrant Shares acquired upon the exercise of this Warrant, if not
registered, will have restrictions upon resale imposed by state and
federal securities laws.

               (c)  NONWAIVER AND EXPENSES.  No course of dealing or any
delay or failure to exercise any right hereunder on the part of Holder
shall operate as a waiver of such right or otherwise prejudice Holder's
rights, powers or remedies, notwithstanding all rights hereunder terminate
on the Termination Date.  If the Company willfully fails to comply with
any material provision of this Warrant, the Company shall pay to Holder
such amounts as shall be sufficient to cover any reasonable out of pocket
costs and expenses including, but not limited to, reasonable attorneys'
fees, including those of appellate proceedings, incurred by Holder in
collecting any amounts due pursuant hereto or in otherwise enforcing any
of its rights, powers or remedies hereunder.

               (d)  NOTICES.  Any notice, request or other document
required or permitted to be given or delivered to the Holder hereof by the
Company shall be delivered in accordance with the notice provisions of the
Purchase Agreement.

               (e)  LIMITATION OF LIABILITY.  No provision hereof, in the
absence of affirmative action by Holder to purchase shares of Common
Stock, and no enumeration herein of the rights or privileges of Holder
hereof, shall give rise to any liability of Holder for the purchase price
of any Common Stock or as a stockholder of the Company, whether such
liability is asserted by the Company or by creditors of the Company.

               (f)  REMEDIES.  Holder, in addition to being entitled to
exercise all rights granted by law, including recovery of damages, will be
entitled to specific performance of its rights under this Warrant.  The
Company agrees that monetary damages would not be adequate compensation
for any loss incurred by reason of a breach by it of the provisions of
this Warrant and hereby agrees to waive the defense in any action for
specific performance that a remedy at law would be adequate.

               (g)  SUCCESSORS AND ASSIGNS.  Subject to applicable
securities laws, this Warrant and the rights and obligations evidenced
hereby shall inure to the benefit of and be binding upon the successors of
the Company and the successors and permitted assigns of Holder.  The
provisions of this Warrant are intended to be for the benefit of all
Holders from time to time of this Warrant and shall be enforceable by any
such Holder or holder of Warrant Shares.

               (h)  INDEMNIFICATION.  The Company agrees to indemnify and
hold harmless Holder from and against any liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, claims, costs,
attorneys' fees, expenses and disbursements of any kind which may be
imposed upon, incurred by or asserted against Holder in any manner
relating to or arising out of any failure by the Company to perform or
observe in any material respect any of its covenants, agreements,
undertakings or obligations set forth in this Warrant; PROVIDED, HOWEVER,
that the Company will not be liable hereunder to the extent that any
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, claims, costs, attorneys' fees, expenses or disbursements are found
in a final non-appealable judgment by a court to have resulted from
Holder's negligence, bad faith or willful misconduct in its capacity as a
stockholder or warrantholder of the Company.

               (i)  AMENDMENT.  This Warrant may be modified or amended or
the provisions hereof waived with the written consent of the Company and
the Holder.

               (j)  SEVERABILITY.  Wherever possible, each provision of
this Warrant shall be interpreted in such manner as to be effective and
valid under applicable law, but if any provision of this Warrant shall be
prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provisions or the remaining provisions
of this Warrant.

               (k)  HEADINGS.  The headings used in this Warrant are for
the convenience of reference only and shall not, for any purpose, be
deemed a part of this Warrant.


          IN  WITNESS WHEREOF, the Company has caused this Warrant  to  be
executed by its officer thereunto duly authorized.


Dated: ---------, 2000
                         CAVION TECHNOLOGIES, INC.



                         By:
                               Name:
                               Title:


                            NOTICE OF EXERCISE



To:  Cavion Technologies, Inc.



     (1)  The undersigned hereby elects to purchase ------- shares of
Common Stock (the "Common Stock"), of Cavion Technologies, Inc. pursuant
to the terms of the attached Warrant, and tenders herewith payment of the
exercise price in full, together with all applicable transfer taxes, if
any.

     (2)  Please issue a certificate or certificates representing said
shares of Common Stock in the name of the undersigned or in such other
name as is specified below:


               ------------------------------
               (Name)

               ------------------------------
               (Address)
               ------------------------------




Dated:


                                   ----------------------------
                                   Signature



                              ASSIGNMENT FORM

                 (To assign the foregoing warrant, execute
                this form and supply required information.
              Do not use this form to exercise the warrant.)



          FOR VALUE RECEIVED, the foregoing Warrant and all rights
evidenced thereby are hereby assigned to


- ----------------------------------------------- whose address is

- ----------------------------------------------------------------


- ----------------------------------------------------------------

                                   Dated: ---------,-------


               Holder's Signature: -----------------------------

               Holder's Address:   -----------------------------

                                   -----------------------------



Signature Guaranteed:  -----------------------------------------




NOTE:  The signature to this Assignment Form must correspond with the name
as it appears on the face of the Warrant, without alteration or
enlargement or any change whatsoever, and must be guaranteed by a bank or
trust company.  Officers of corporations and those acting in an fiduciary
or other representative capacity should file proper evidence of authority
to assign the foregoing Warrant.

EX-10.7

                                 AGREEMENT


AGREEMENT made on this 26th day of June, 2000, by and between AVALON
RESEARCH GROUP, INC. ("AVALON") and CAVION TECHNOLOGIES, INC. ("CAVN").

1.   THE PARTIES

     1.1  CAVN, a corporation, with its principal office at 6446 South
Kenton St., Englewood, CO  80111 (tel: (720) 875-1900; fax: (720) 875-
1907).

     1.2  AVALON, a corporation with its principal office at 1900 Glades
Road, Suite 201, Boca Raton, Florida 33431 (tel: (561-447-4044; fax: 561-
447-4042; email: iberkowitz@avalonresearch.com).

     1.3  The persons executing this Agreement represent that they have
full and complete authority to do so and has been designated to do so by
their respective Board of Directors.

2.   THE AGREEMENT

     2.1  CAVN seeks a purchaser of all or part of a private placement
offering ("Offering").  The Offering shall be for any combination of
equity and/or debt on terms and conditions satisfactory to CAVN.  As a
result of the introduction made through AVALON to a buyer of the Offering
(referred to herein as "INVESTORS") or any related entity under INVESTORS'
control, should the Offering be closed with INVESTORS, CAVN shall owe
AVALON the fees described herein.  Should CAVN close on any introduced
transactions under this Agreement, that in itself shall serve as proof
that the Offering met the terms and conditions that were satisfactory to
CAVN.

     2.2  It is acknowledged by CAVN that:  AVALON has acted solely as a
finder and not in any manner regarding the merits of this or any other
transaction; CAVN has consulted its own counsel on all aspects of this
Offering and has done its own due diligence to its satisfaction; AVALON
has not made any representations to CAVN.

     2.3  AVALON is a NASD broker/dealer and NASDAQ Market Maker.
INVESTORS may be clients of AVALON.  AVALON may engage in transactions in
the securities of CAVN from time to time on an agency or principal basis.
AVALON, or persons associated with it, may have positions in CAVN or trade
in CAVN securities, and may make further purchases or sales while AVALON
is performing under this agreement or thereafter.

     2.4  CAVN shall be under no obligation to pay any fee or other monies
whatsoever to AVALON on account of this Agreement unless (a) the purchase
of the Offering contemplated by this Agreement has closed with INVESTORS
and (b) the purchase of the Offering has resulted from the introduction by
AVALON to CAVN of INVESTORS.

3.   THE FEE

     3.1  In consideration of its services, AVALON shall be paid by CAVN a
cash sum equal to Eight Percent (8%) of all funds raised upon by the
closing of the transaction.  The term "funds raised" shall include all
funds due to CAVN under the Agreement between CAVN and INVESTORS.

     3.2  In addition to the cash fee in paragraph 3.1, AVALON shall be
granted common stock purchase warrants ("Warrants") in an amount equal to
Eight Percent (8%) coverage of the gross funds raised.  The Warrants shall
be granted to AVALON under the same terms and conditions as those Warrants
granted to INVESTORS.  In the event that the INVESTORS are not granted
Warrants, AVALON shall be granted Warrants with an exercise price of 120%
of the closing price of CAVN common stock on the day prior to the closing
of the transaction with a five year life from the date of issue.

     3.3  The fee and Warrants due to AVALON shall be payable to AVALON
through an escrow account at closing at the same time as the funds are
released to CAVN and the stock certificates are released to INVESTORS.

     3.4  Notwithstanding the closing of an offering under this Agreement,
this Agreement will survive and continue to be in full force and effect
covering any subsequent transaction(s) that may close with INVESTORS
within the one year period commence on the date of this agreement.

4.   OTHER

     4.1  In the event of any dispute between CAVN and AVALON arising
under or pursuant to the terms of this Agreement, the same shall be
settled only by arbitration in the County of Palm Beach, State of Florida,
in accordance with the rules and regulations of the American Arbitration
Association.  The determination of the arbitrators shall be final and
binding upon CAVN and AVALON and may be enforced in any court of
appropriate jurisdiction.

     4.2  This Agreement shall be construed by and governed under the laws
of the State of Florida.

     4.3  This Agreement contains the entire agreement between AVALON and
CAVN concerning the introduction of INVESTORS to CAVN and correctly sets
forth the rights and duties of each of the parties to each other.  Any
agreement or representation concerning the subject matter of this
Agreement or the duties of AVALON to CAVN in relation thereto, not set
forth in this Agreement, is null and void.

     IN WITNESS WHEREOF, the parties have signed this Agreement on the
date first written above.

                                   CAVION TECHNOLOGIES, INC.



                                   By:/s/ Marshall Aster
                                        Chief Financial Officer


                                   AVALON RESEARCH GROUP, INC.



                                   By:/s/Ian Berkowitz
                                        IAN BERKOWITZ
                                        General Counsel

EX-10.8

STRATEGIC GROWTH
INTERNATIONAL, INC.


                           FINANCIAL CONSULTING
                                 AGREEMENT
                                  between
                                CAVION.COM
                                    and
                   STRATEGIC GROWTH INTERNATIONAL, INC.
                               July 21, 2000


Agreement between Cavion.com ("the Company") and Strategic Growth
International, Inc. ("SGI"), to provide certain financial consulting
services as follows:

DUTIES
1.   SGI will meet with the Company and assist in determining a strategy
     to raise additional funds through a private placement of debt, equity
     or convertible debt.
2.   SGI will conduct and attend meetings with the professional financial
     community to discuss the feasibility and solicit interest in
     assisting the Company to meet these financial goals.

COMPENSATION
The Company will pay SGI a consulting fee upon the closing of any
financing transaction resulting from an initial introduction by SGI of a
financial intermediary who raises funds for the Company.  Such consulting
fees shall apply to the overall financing transaction resulting from such
introduction, regardless of the ultimate role played by the financial
intermediaries, i.e., whether the intermediaries acted alone or in
conjunction with other firm(s).

Such consulting fee shall 33% of all fees, cash charged by financial
intermediaries introduced by SGI, such as Avalon Research Group, Inc., or
investment bankers that are raising such funds.

In the event that the funds are provided directly by a financial
institution as principal, SGI shall be entitled to 8% of the gross
proceeds of any funds raised through equity, and 3% of the gross proceeds
of any funds raised through debt.

As an additional incentive, the Company shall immediately issue 100,000
warrants on its common stock to SGI.  Such warrants shall be exercisable
at the closing price of the common stock on the date of the execution of
this Agreement.  Such warrants shall vest and shall be immediately
exercisable if and when the Company has succeeded in raising and receiving
at least $5,000,000 resulting from all such SGI introductions pursuant to
this Agreement.  The warrants will be of a five year duration from the
date of vesting, and the shares underlying such warrants will have piggy-
back registration rights for one year and demand registration rights after
one year, and will be subject to non-dilution provisions and may be
transferred in whole or in part to one or more officers of the Company.
If SGI has not made any introductions that result in a closed financing
during the term of this agreement, then the Company shall have the right
to rescind such warrants.

         111 Great Neck Road  Suite 606  Great Neck NY 11021-5402
                   Tel: 516-829-7111 / Fax: 516-829-8319

OUT OF POCKET EXPENSES
The Company will reimburse SGI for all reasonable out of pocket
disbursements, including travel expenses, made in the performance of its
duties under the agreement.  Items, such as luncheons with the
professional community, graphic designs and printing, postage, long
distance telephone calls, etc., will be billed as expenses are incurred.

TERMS OF PAYMENT
Cash payment will be fully payable simultaneous with the Company closing
any transaction pursuant to this Agreement.  Closing is defined as the
actual receipt of funds by the Company.

LIABILITY
The Company agrees to indemnify and hold harmless from and against any and
all losses, claims, damages, expenses or liabilities which SGI may incur
based upon information, representation, reports or data furnished by the
Company to the extent that such material is furnished, prepared or
approved by the Company for use by SGI.

TERM OF AGREEMENT
Such fee will be payable for any transaction resulting from an
introduction by SGI for a period of 24 months following the date of this
agreement.

Please confirm agreement to the above by endorsing all three copies and
returning two (2) copies to SGI.

AGREED AND ACCEPTED BY:


/s/Marshall E. Aster                    Date of Execution: 7/21/00
Cavion.com

/s/Richard E. Cooper                    Date of Execution: 7/21/00
Strategic Growth International, Inc.

REC:pmt

EX-99.1

PRESS RELEASE


CONTACT:  Ed Truitt      Richard Cooper, Robert Schatz
     cavion.com               Strategic Growth International, Inc.
     720-875-1965             516-829-7111
     etruitt@cavion.com       sgi@netmonger.net


              CAVION SIGNS TWO-YEAR STOCK PURCHASE AGREEMENT
                INSTITUTIONAL INVESTOR COMMITS TO BUY UP TO
                     1 MILLION SHARES OF COMMON STOCK

ENGLEWOOD. Colo. July 24, 2000 - Cavion (Nasdaq: CAVN) today announced
that it has signed an equity financing agreement that will enable Cavion,
in its discretion, to sell up to 1 million shares of its common stock to
an institutional investor, subject to specified terms and conditions, over
the next twenty four months.

The Company has agreed to register the shares purchased by the investor
with the Securities and Exchange Commission.  The Company intends to
obtain shareholder ratification of the transaction.  No shares will be
offered for resale by the investor except by means of a prospectus.

ABOUT CAVION:
Cavion offers products and services for secure business-to-business
communications and secure Internet financial products and services
designed specifically for the needs of credit unions. The company's
Internet software products include secure Internet access, online
transactional banking, cellular access, online bill payment, and online
loan decision products along with enabling software for kiosks.

Cavion is also building and managing a secure private communications
network called CUiNET(R) (Credit Union interactive Network) exclusively
for the credit union industry. CUiNET provides a secure, high-speed
communications platform for the delivery of services, transactions and
information to and from credit unions and related organizations, such as
trade organizations, corporate credit unions and credit union vendors.

Cavion, www.cavion.com, currently serves 167 credit union entities in 28
states. The company's headquarters are located at 6446 South Kenton
Street, Englewood, CO 80111. Its telephone number is 720-875-1900.

This press release contains forward-looking statements. Cavion uses words
such as "anticipate", "believe", "expect", "future", "may", "will",
"should", "plan", "projected", "intend" and similar expressions to
identify forward-looking statements.  These statements are based on the
company's beliefs and the assumptions it made using information currently
available to it.  Because these statements reflect the company's current
views concerning future events, these statements involve risks,
uncertainties and assumptions.  The actual results could differ materially
from the forward-looking statements.  Some, but not all, of the factors
that may cause these differences are discussed in the risk factors section
of the company`s periodic filings under the Securities Exchange Act of
1934 and its registration statements under the Securities Act of 1933. In
any event, you should not place undue reliance on these forward-looking
statements, which apply only as of the date of this press release.

# # #