AGREEMENT FOR SALE AND PLAN OF REORGANIZATION


This Agreement for Sale and Plan of Reorganization ("Agreement")
is entered into effective October 29, 2000, by and between
eConnect, a Nevada Corporation ("Buyer"), and all Shareholders
of National Data Funding Corporation, a California Corporation,
as indicated on Exhibit "A" attached hereto and incorporated
herein (collectively "Sellers").

                                 RECITALS

A.  WHEREAS, all the outstanding shares of stock of National
Data Funding Corporation ("NDFC"), a California corporation, are
owned by the Sellers;

B.  WHEREAS, Buyer desires to purchase and Sellers desire to
sell to Buyer five million (5,000,000) shares of stock of NDFC,
under the terms and conditions hereinafter provided;

C.  WHEREAS, the parties desire to enter into certain binding
agreements regarding the operation of NDFC after the sale;

NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants contained herein, and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the
parties hereby agree as follows:

1.  Sale and Purchase.  Sellers agree to sell, convey, and
transfer to Buyer, and Buyer agrees to purchase and assume from
Sellers, the assets hereinafter described for the purchase price
and upon and subject to the terms and conditions hereafter set
forth.

2.  Shares.  The shares to be sold and purchased (collectively
"Shares") are the following: five million (5,000,000) shares of
stock in NDFC which is  fifty percent (50%) of the total
authorized shares of NDFC.

3.  Purchase Price.

(a)  Buyer shall pay to Sellers ten million dollars
($10,000,000.00) and ten million (10,000,000) shares of eConnect
Section 144 stock, the total of both money and shares being the
"Purchase Price", in consideration for five million (5,000,000)
shares of the total of ten million (10,000,000) shares of
authorized NDFC stock.

(b)  The Purchase Price shall be allocated to NDFC's
shareholders of record as of the Closing Date (as defined in
subsection 4(a)) in an amount equal to their respective equity
interest in NDFC.

(c)  The Purchase Price shall be paid at the Closing as follows:

(1)  Buyer shall deliver a certified, cashier's, or other check
acceptable to Sellers in the amount of ten million dollars
($10,000,000.00);

(2)  Buyer shall deliver ten million (10,000,000) Section 144
shares of eConnect common stock to Sellers.  For purposes of
this subsection, "deliver" means to transfer the said ten
million (10,000,000) Section 144 shares into the names of the
Sellers on the Day of Closing, with no acts left to be done by
Buyer, or any party, for Sellers to have full legal and physical
possession of said shares.

4.  Closing.

(a)  The transaction shall be closed and possession of the
Shares shall be given to Buyer at a closing to be held at 801 K
Street, 23rd Floor, Sacramento, California, on October 31, 2000,
at 11:00 a.m., or on such other date as the parties may agree
("Closing Date").

(b)  At the closing:

(1)  Sellers shall execute and deliver to Buyer all documents
and instruments necessary to carry out the terms and provisions
of this Agreement and to effectuate the purpose of the
transaction as shall be necessary to transfer the Shares to
Buyer and to fulfill the obligations of Seller hereunder which
are herein provided to be fulfilled on the Closing Date.

(2)  Buyer shall pay to Sellers the Purchase Price, in
negotiable funds, and all other instruments as shall be
necessary to fulfill the obligations of Buyer hereunder which
are herein provided to be fulfilled on the Closing Date.

(c)  Unless otherwise provided herein, all such instruments so
delivered shall be dated as of the Closing Date and, unless
attached hereto as an exhibit, shall be satisfactory as to form
and content to each party and its respective counsel.

5.  Title.  Title to all shares conveyed pursuant to this
Agreement shall be conveyed free and clear of all encumbrances.

6.  Due Diligence Period. The parties have both engaged in a
period (the "Due Diligence Period") within which to inspect and
investigate the assets and liabilities of NDFC and eConnect,
respectively.  The Due Diligence Period has passed as of the
effective date of this Agreement.

7.  Representations, Undertakings, and Warranties by Sellers.
Sellers represent, agree, and warrant that:

(a)  Sellers have good and marketable title to the Shares,
subject to no mortgage, pledge, lien, encumbrance, charge or
security interest, and the Shares shall be transferred to Buyer
so that they shall vest in Buyer free and clear of all liens,
encumbrances, and adverse claims of every character.

(b)  The Shares are in existence and in the possession of
Sellers.

(c)  Seller is not in violation of or in default with respect to
any term or provision of any indenture, contract, agreement,
lease, or instrument to which Seller may be a party or by which
Seller may be bound.

(d)  There is no litigation pending against Sellers or NDFC,
except as will be fully disclosed prior to the Closing Date, and
Sellers are not aware of any threatened litigation.  All tax
returns required to be made by Seller have been properly
prepared, executed, and filed pursuant to applicable law, and
all taxes due have been paid.  Except as otherwise provided in
this Agreement, Seller has no known liabilities for injury to
person or damage to property, no contingent liabilities. and no
liabilities not disclosed in writing to Buyer.

(e)  NDFC has good and marketable title to its business assets
including cash, name, patents, intangibles, equipment,
inventory, fixtures, real property, leasehold improvements,
goods, receivables and instruments (referred to collectively in
this letter as the "Assets"), and all of the trademarks,
licenses, patents and copyrights necessary for the conduct of
the business.

(f)  NDFC is in compliance with applicable laws the violation of
which would have a material adverse affect on NDFC's operations
or financial condition.  Without limitation of the foregoing,
NDFC has complied with all laws regulating the discharge and
disposal of hazardous waste.

(g)  NDFC=s real property included in the Assets and all leased
premises are adequate for the present operations of NDFC and, as
presently used by NDFC, comply with all zoning and land use laws
and do not contain any hazardous wastes below the ground
surface.

(h)  NDFC is in compliance with all governmental licenses and
permits necessary of the operation of its business, the absence
of which or the noncompliance with which would have a material
adverse affect on the operations or financial condition of NDFC.

(i)  NDFC=s financial statements as delivered to Buyer are true
and correct and there has been no adverse change in the business
of NDFC since the date of such financial statements to the
Closing.

(j)  NDFC's products and all components thereof are of a
commercial quality and are sufficient to satisfy open orders
pending with NDFC.

(k)  NDFC's reserve for warranty repair as shown on financial
statements is adequate to cover future warranty repairs.

(l)  NDFC's account receivable arose from valid sales in the
ordinary course of business and, subject to a reasonable bad
debt allowance, are collectible without extraordinary efforts.

(m)  At the Closing, NDFC shall deliver to Buyer and warrant as
true and correct a schedule of all bank accounts of NDFC.

(n)  NDFC shall deliver to Buyer at the Closing and warrant as
true and correct a schedule of all NDFC's employees, their
present compensation levels, their scheduled salary review date,
their accrued and unpaid sick leave and vacation and all other
items of compensation due or to come due to NDFC's employees.

(o)  None of the documents delivered to Buyer (taken together)
by Sellers contain any untrue statement of a material fact or
omit a statement of any material fact necessary in order to make
the statements contained therein not misleading in light of the
circumstances under which the statements were made.

(p)  Between the date of Execution of this Agreement and the
Closing Date:

(1)  Except for such changes as shall occur in the ordinary
course of business, and those changes discussed in Paragraph 10,
below, no changes have been made and no change shall be made in
NDFC's business or in the Shares.

(2)  Seller has conducted and shall conduct the Business in a
diligent and businesslike manner, consistent with Seller's
normal and ordinary operation.

(3)  Seller has used and shall use Seller's best efforts to
maintain the business organization intact, to retain the present
employees, and to maintain relationships with customers so that
all of them will be preserved for Buyer on or after the Closing
Date.

(4)  Sellers have maintained and shall maintain casualty
insurance in the amount of the full replacement value of the
Shares.

(5)  Buyer and Buyer's agents, employees, accountants, and
attorneys shall have full access to and the opportunity to
examine and make copies of all such books, records, documents,
instruments and papers of Seller pertaining to the Business.

8.  Representations, Undertakings, and Warranties by Buyer.
Buyer represents, agrees, and warrants that:

(a)  Buyer is a corporation duly organized, validly existing,
and in good standing under the laws of the State of Nevada, and
has the power, all necessary corporate authorizations, and
capacity to enter into the transaction.

(b)  There is no pending litigation against Buyer except as will
be fully disclosed prior to close of escrow.

(c)  Consummation of the sale by Buyer will not violate any
contract or agreement to which Buyer is a party.

(d)  Buyer has prepared and filed all federal, state and local
income, withholding, sales, real property, personal property and
other tax returns and has paid all required taxes.

(e)  Buyer is in compliance with applicable laws the violation
of which would have a material adverse affect on Buyer's
operations or financial condition.  Without limitation on the
foregoing, Buyer has complied with all laws regulating the
discharge and disposal of hazardous waste.

(f)  Buyer's real property included in its assets, if any, and
all leased premises are adequate for the present operations of
Buyer and, as presently used by Buyer, comply with all zoning
and land use laws and do not contain any hazardous wastes below
the ground surface.

(g)  Buyer is in compliance with all governmental licenses and
permits necessary for the operation of its business, the absence
of which or the noncompliance with which would have a material
adverse affect on the operations or financial condition of
Buyer.

(h)  Buyer maintains appropriate insurance policies relating to
its assets and the conduct of its business.

(i)  Buyer's financial statements as delivered to Sellers are
true and correct and there has been no adverse change in the
business of Buyer since the date of such financial statements to
the Closing.

(j)  At close of escrow Buyer will be in compliance with all
Securities and Exchange Commission filing requirements.

(k)  Buyer's accounts receivable arose from valid sales in the
ordinary course of business and, subject to a reasonable bad
debt allowance, are collectible without extraordinary efforts.

(l)  None of the documents delivered to Sellers (taken together)
by Buyer contain any untrue statement of a material fact or omit
a statement of any material fact necessary in order to make the
statements contained therein not misleading in light of the
circumstances under which the statements were made.

9.  Conditions Precedent.

(a)  Buyer's obligation to purchase the Shares and to close the
transaction contemplated by this Agreement is expressly
conditioned upon Seller's performance of each and every
obligation to be performed by Seller prior to or as of the
Closing Date, including, but not limited to, those actions set
forth in Paragraph 10, below.

(b)  Sellers' obligation to transfer the Shares and to close the
transaction contemplated by this Agreement is expressly
conditioned upon Buyer's performance of each and every
obligation to be performed by Buyer prior to the closing Date,
and the complete satisfaction of each and every one of the
following conditions:

(1)  Buyer shall enter into a consulting contract with R. Scott
Hatfield, (AHatfield@) current Executive Vice President of NDFC.
This contract shall be for a period of three years and shall
call for Hatfield to, in addition to serving as  president and
chief executive officer of NDFC after the Closing Date pursuant
to a contract with NDFC, serve as a consultant to Buyer
regarding its financial processing activities. It will include a
stock incentive plan which will call for Hatfield to receive one
million six hundred thousand (1,600,000) shares of NDFC's stock
from Buyer payable in equal quarterly payments during the term
of the contract. Those payments shall continue during the
contract so long as Hatfield remains available to serve as a
consultant to Buyer at reasonable times and places, and does not
voluntarily terminate or is not involuntarily terminated for
cause (which shall be defined as willfully breaching his
employment contract; habitually neglecting his duties; or,
committing acts of dishonesty, fraud, misrepresentation or other
acts of moral turpitude that would prevent the effective
performance of his duties) from his employment contract with
NDFC.  The contract shall also give Hatfield the right to vote
all 1,600,000 of the shares during the term of the agreement,
even if not all shares have been transferred, and shall provide
that, on breach by eConnect, the remaining shares shall be
immediately transferred.  Additionally, Buyer shall pay Hatfield
a cash salary under the contract equal to the actual Federal and
State income tax he pays as a result of the stock transfers;
such payments to be made on or before the due date of said
taxes.

(2)  Buyer shall provide operating capital to NDFC in the amount
of one million dollars ($1,000,000.00).  Buyer shall also
transfer one million (1,000,000) shares of Section 144 stock of
Buyer, in addition to any other Buyer stock contemplated under
this Agreement, to NDFC.  When negotiable, NDFC shall have the
right to sell, transfer, or otherwise utilize said one million
(1,000,000) shares for operating capital, at NDFC's discretion.
Said stock shall be transferred in such a way that, except for
the passage of time, no further action will be required of any
party before possession and ownership of such shares are legally
transferred to NDFC. Said capital contributions of cash and
stock shall occur at the Closing.

(3)  Buyer shall provide Sellers, at the Closing, a certificate
from the Secretary of Buyer that the Board of Directors and
Shareholders of Buyer has approved the transaction as provided
in this Agreement and that the officers executing this Agreement
have full authority to do so as well as execute all other
documents and instruments necessary to carry out the transaction
contemplated by this Agreement.

10.  Pre-Purchase Operation and Structure.  In order to
accomplish the mutual intent of the parties, the parties agree that prior to
the Closing Date, and contingent on the close (i.e. if this transaction is
not closed, these actions will be nullified), Sellers will accomplish the
following:

(a)  Change the corporate structure such that NDFC will no longer be a
California Statutory Close Corporation;

(b)  Cause NDFC to issue the currently authorized, but
unissued shares of NDFC to bring the total authorized and issue
shares to ten million (10,000,000).

(c)  Sellers each will agree to retire thirty percent
(30%) of their shares for a  total  of three million (3,000,000)
shares of NDFC stock,  which will thus become authorized, but
not issued stock.  The parties agree that two million
(2,000,000) of those shares will be designated for an Employee
Stock Incentive Plan which will be created and maintained by
NDFC after the Closing Date.  The balance of one million
(1,000,000) authorized, but unissued shares will be used at the
discretion of NDFC for operating capital.

(d)  Cause NDFC to enter into an employment contract
with R. Scott Hatfield (AHatfield@) to serve as the president
and chief executive officer of NDFC after the Closing Date for a
period of three years. The contract shall call for reasonable
salary and benefits of not less than those currently received by
the existing president of NDFC.  It shall provide that Hatfield
may not be terminated except for cause, which shall be defined
as existing only if he willfully breaches or habitually neglects
the reasonable duties of his office or commits an act of
dishonesty, fraud, misrepresentation or other acts of moral
turpitude, that would prevent the effective performance of his
duties.

11.  Post Purchase Operation and Structure.  It is the intent of
Buyer and Seller that certain restrictions and limitations be
placed on the operation of NDFC after the Closing Date.
Additionally, the parties have reached certain agreements
concerning the operational plans for NDFC, which shall bind the
parties after the Close.  These restrictions, limitations and
plans, shall include the following:

(a)  As indicated in Paragraph 9(b)(1) above, it
is a condition precedent to closing, that R. Scott Hatfield
("Hatfield") enter into an employment contract with Buyer under
which he shall act as president and chief executive officer of
NDFC and receive one million six hundred thousand (1,600,000)
shares of Buyers stock under a stock incentive plan.

(b)  The parties agree that it is their intent, and
that it is in the best interests of Buyers, Buyer's
shareholders, Sellers, NDFC and all other concerned there be an
initial public offering (IPO) of NDFC stock within one year of
the Closing Date.  The parties agree that they will cooperate to
make a bona fide and good faith effort to accomplish the IPO.
Further, Buyer agrees to contribute additional capitol to NDFC
for the purpose of retaining an Investment Banking firm or other
similar consultant, to advise the parties on an appropriate
method for structuring the IPO. However, the  parties agree
that, subject to the advise of the consultants, they would
intend to  authorize an additional two million shares of NDFC,
and then do a five for one split, which would result in there
being sixty million total shares of authorized stock of NDFC.
The then anticipated share distribution would be as follows:

10,000,000                  To be sold to the public
10,000,000                  Sellers
17,000,000                  Buyers
10,000,000                  Employee Incentive Plan
 8,000,000                  Hatfield
 5,000,000                  Unissued and held for generation of capital

12.  Extension Agreement.  The parties acknowledge that notwithstanding any
other provision of this agreement, the parties have entered into an
extension agreement. The Closing Date has already been extended
and consideration has been received by both Sellers and NDFC.
That consideration includes payments to NDFC of fifty thousand
($50,000.00) dollars in September, 2000 and October, 2000 and
transfer of 240,000 shares of eConnect stock to NDFC.  Additionally, should
Buyer be unable to close for any reason on or before October 31, 2000, then
the Closing Date will be extended to January 2, 2001, if and only if Buyer
agrees to and does all of the following:

(a)  On or before November 1, 2000, Buyer pays to the
trust account of Todd A. Murray, for the benefit of Sellers and
NDFC equally, five hundred thousand dollars ($500,000.00).  Said
funds to be used by them as they determine in their sole
discretion;

(b)  Pays fifty thousand dollars ($50,000.00) to NDFC
on November 1, 2000, and fifty thousand dollars ($50,000.00) to
NDFC on December 1, 2000.  Said funds to be used by NDFC as it
shall determine in its sole discretion;

(c)  Should Buyer fail to perform any of the acts
provided in Paragraph 12 (a)or (b) above, and after five (5)
days written notice from Sellers or NDFC, fail to cure any such
failure, then the extension to purchase shall immediately
terminate. NDFC and Sellers may retain all consideration paid
hereunder, and Buyer shall have no rights of any kind with
respect to NDFC or Sellers.

(d)  All consideration previously paid to NDFC for any
reason or referenced in Paragraphs 12(a) and (b) is paid in
consideration of this extension and shall not be credited to the
purchase price provided for in the Agreement.  All such
consideration shall belong to NDFC or  Sellers, respectively,
whether or not Buyer ever is able to close on the purchase of
NDFC shares.  Sellers and NDFC shall have no duty to account to
Buyer for said funds and may use such funds as they determine in
their sole discretion.

(e)  During the extension period provided herein,
Sellers may negotiate to sell their shares to other parties, but
Sellers shall not sell or transfer their shares of NDFC (except
a conveyance or transfer by gift, bequest, or inheritance, which
shall be subject to this agreement) to any other party during
the extension period.

(f)  Should Buyer fail to make any payments as
provided for herein, or fail to perform  under the Agreement,
including any extensions thereof as provided  herein,  then
Buyer shall fully release and discharge Sellers and NDFC, and
their  representatives, successors, assigns, and heirs from all
claims, demands, actions, debts, controversies, liabilities, and
damages, including, without limitation, those  arising out of or
relating to Buyer=s rights under this Agreement; Buyer further
agrees never to commence, aid, prosecute, or cause to be
commenced or prosecuted against Sellers or NDFC, or their
agents, representatives,  successors, assigns, or heirs any
action or proceeding based directly or indirectly on   this
Agreement; Buyer further agrees to defend, indemnify, and hold
Sellers and NDFC, and their agents, representatives, successors,
assigns, and heirs harmless against all claims, demands,
actions, debts, controversies, liabilities, and damages,
including court costs and attorney=s fees,   arising   from or
related to any action or proceeding brought by or prosecuted by
or on behalf of Buyer, its shareholders, officers, agents,
employees, investors, successors or, assigns, or by third
parties, regulatory agencies of any nature or any other party or
entity, which  is contrary to this agreement, or results from,
directly or indirectly, this  Agreement. Buyer agrees that this
is a general release and expressly waives Civil Code Section
1542, which provides:

"A general release does not extend to claims which the
creditor does not know or expect to exist in his favor at the
time of executing the release, which if known by him must have
materially affected his settlement with the debtor."

13.  Other Covenants and Agreements.

(a)  Sellers agree to pay and discharge and to indemnify,
defend, and hold Buyer and the property of Buyer, including the
Shares purchased by Buyer, free and harmless from any and all
causes of action, obligations, claims, demands, damages, and
expenses (including attorneys' fees) arising in connection with
Sellers' operation of its business which shall relate, arise, or
accrue prior to and until the sale of the Shares, which claims
and losses are not disclosed to Buyer and for which it is
alleged Buyer has some direct liability.  In the event Seller
fails to pay when due any such undisclosed obligations, Buyer
may make payment and withhold the amount thereof from any
payment owing to Sellers.

(b)  Buyer agrees to pay and discharge and to indemnify, defend,
and hold Sellers and the property of Sellers free and harmless
from any and all causes of action, obligations, claims, demands,
damages, and expenses (including attorneys' fees) arising in
connection with the operation of Buyer before or after the sale
of the Shares, or of NDFC after the sale of the Shares.

(c)  Sellers shall indemnify Buyer against any loss, cost or
liability incurred by Buyer as a result of the breach of any
representation or warranty by Sellers contained in the purchase
documentation.  Buyer shall indemnify Sellers against any loss,
cost or liability incurred by Sellers as a result of the breach
of any representation or warranty by Buyer contained in the
purchase documentation.

(d)  The parties acknowledge that the financial information,
customer list, sales information, records, general files,
papers, and documents relating to the respective businesses are
secret, confidential, and sensitive information and would be
harmful if disclosed to competitors, suppliers, members, or any
other person or entity.  The parties shall not disclose any such
trade secrets, directly or indirectly, or use them in any way,
whether for commercial purposes or otherwise.

14.  Expenses.  At the Closing Date, Buyer shall pay all costs
and expenses, including attorney's fees, incurred or to be
incurred by Seller or NDFC in negotiating and preparing this
Agreement and all prior proposed agreements relating to the
transaction, including the Extension Agreement.  All costs and
expenses, including attorney's fees, incurred in the Closing and
carrying out the transactions contemplated by this Agreement
shall be paid for by Buyer, even to the extent Sellers'
attorneys perform such services.  Any party engaging a broker or
finder shall be solely responsible for that broker's or finder's fee.

15.  Entire Agreement.  This document constitutes the entire
agreement between the parties, all oral agreements being merged
herein, and supersedes all prior representations.  There are no
representations, agreements, arrangements, or understandings,
oral or written, between or among the parties relating to  the
subject matter of this Agreement that are not fully expressed
herein.

16.  Survival of Representations.  All representations,
warranties, covenants, and agreements of the parties contained
in this Agreement, or in any instrument, certificate, opinion,
or other writing provided for in it, shall survive the Closing.

17.  Amendment.  The provisions of this Agreement may be
modified at any time by agreement of the parties.  Any such
agreement hereafter made shall be ineffective to modify this
Agreement in any respect unless in writing and signed by the
parties against whom enforcement of the modification or
discharge is sought.

18.  Waiver.  Any of the terms or conditions of this Agreement
may be waived, in writing, at any time by the party entitled to
the benefit thereof, but no such waiver shall affect or impair
the right of the waiving party to require observance,
performance, or satisfaction either of that term or condition as
it applies on a subsequent occasion or of any other term or
condition hereof.

19.  Nonassignability.  This Agreement shall not be assigned by
any party without the prior written consent of all the other
parties hereto.  Any assignment contrary to the provisions of
this Agreement shall be deemed a default under the Agreement,
allowing the nondefaulting party or parties to exercise all
remedies available under law.

20.  Succession.  Subject to the provisions otherwise contained
in this Agreement, this Agreement shall inure to the benefit of
and be binding on the successors and assigns of the respective
parties hereto.

21.  Specific Performance.  Each party's obligations under this
Agreement are unique.  The parties each acknowledge that, if any
party should default in performance of the duties and
obligations imposed by this Agreement, it would be extremely
impracticable to measure the resulting damages.  Accordingly,
the nondefaulting party, in addition to any other available
rights or remedies, may sue in equity for specific performance,
and the parties each expressly waive the defense that a remedy
in damages will be adequate.

22.  Notices.  Any notice under this Agreement shall be in
writing, and any written notice or other document shall be
deemed to have been duly given on the date of personal service
on the parties or on the second business day after mailing, if
the document is mailed by registered or certified mail addressed
to the parties at the addresses set forth below or at the most
recent address specified by the addressee through written notice
under this provision.  Failure to conform to the requirement
that mailings be done by registered or certified mail shall not
defeat the effectiveness of notice actually received by the
addressee.

23.  Attorneys' Fees; Prejudgment Interest.  If the services of
an attorney are required by any party to secure the performance
hereof or otherwise upon the breach or default of another party,
or if any judicial remedy or arbitration is necessary to enforce
or interpret any provision of this Agreement or the rights and
duties of any person in relation thereto, the prevailing party
shall be entitled to reasonable attorneys' fees, costs, and
other expenses, in addition to any other relief to which he may
be entitled.  Any award of damages following judicial remedy or
arbitration as a result of the breach of this Agreement or any
of its provisions shall include an award of prejudgment interest
from the date of the breach at the maximum amount of interest
allowed by law.

24.  Counterparts.  This Agreement may be executed in any number
of counterparts with the same effect as if the parties had all
signed the same document.  All counterparts shall be construed
together and shall constitute one agreement.

25.  Captions.  All paragraph captions are for reference only
and shall not be considered in construing this Agreement.

26.  Severability.  If any provision of this Agreement is held
by a court of competent jurisdiction to be invalid or
unenforceable, the remainder of the Agreement shall continue in
full force and effect and shall in no way be impaired or
invalidated.

27.  Governing Law.  The rights and obligations of the parties
and the interpretation and performance of this Agreement shall
be governed by the law of California, excluding its conflict of
laws rules.

28.  Exhibits.  All exhibits to which reference is made are
deemed incorporated in this Agreement whether or not actually
attached.

29.  Gender and Number.  As used in this Agreement, the
masculine, feminine, or neuter gender, and the singular or
plural number, shall each be deemed to include the others
whenever the context so indicates.

30.  Cumulative Remedies.  No remedy or election hereunder shall
be deemed exclusive but shall whenever possible be cumulative
with all other remedies at law or in equity.

31.  Time.  Time is of the essence of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as
of the date first set forth herein above.

National Data Funding Corporation


By: /s/  R. Scott Hatfield
R. Scott Hatfield, Executive Vice President


By: /s/  R. Scott Hatfield
R. Scott Hatfield, Secretary
Address: 290 Airpark Boulevard, Chico, California 95973

eConnect


By: /s/  Thomas S. Hughes
Thomas S. Hughes, Chief Executive Officer


By: /s/  Jack Hall
Hack Hall, Secretary
Address: 2500 Via Cabrillo Marina, Suite 112, San Pedro,
California 90731