STOCK PURCHASE AND EXCHANGE
                                    AGREEMENT

                                 by and between

                          CATEGORY 5 TECHNOLOGIES, INC.
                              a Nevada corporation

                                       and

                                BOTTOMLINE, INC.
                               a Utah corporation

                                February 27, 2002



<PAGE>




                      STOCK PURCHASE AND EXCHANGE AGREEMENT

                  THIS STOCK PURCHASE AND EXCHANGE AGREEMENT (this "Agreement")
is made and entered into as of February 27, 2002 by and among Category 5
Technologies, Inc., a Nevada corporation ("Category 5"), Bottomline Online,
Inc., a Utah corporation, (the "Company"), and its shareholders Tony Graf and
the other individuals set forth on the signature page hereto (together,
"Sellers').

                                    RECITALS


                  WHEREAS, the Company has developed software that enables the
automated design and creation of "storefront" Web sites utilizing Macromedia's
Flash technology; and

                  WHEREAS, Sellers own all of the outstanding shares of capital
stock of the Company; and


                  WHEREAS, Sellers desire to exchange all of their shares in the
Company, (the "Bottomline Shares') for shares of common stock of Category 5, and
Category 5 desires to issue shares of its common stock in exchange for the
Bottomline Shares, on the terms and conditions set forth herein.

                  NOW, THEREFORE, in consideration of the premises,
representations and mutual covenants hereinafter set forth and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, agree as follows:

                                    ARTICLE I
                               EXCHANGE OF SHARES

                  1.1 Exchange. Seller hereby agree to exchange, sell transfer
and deliver to Category 5, and Category 5 hereby agrees to purchase and acquire
from Seller, on the Closing Date (as hereinafter defined) all of the Bottomline
Shares, free from any charge, lien, encumbrance or adverse claim of any kind
whatsoever.

                  1.2 Consideration for Bottomline Shares. Category 5 shall
deliver at the Closing (as hereinafter defined), in addition to the items set
forth in Section 7.3, in exchange and as consideration for the Bottomline
Shares, stock certificates representing 225,000 shares of Category 5 Common
Stock (the "Category 5 Shares'), par value $.001 per share.

                  1.3 Delivery of Shares. At the Closing, Sellers shall deliver
to Category 5, in addition to those items set forth in Section 7.2, in exchange
for the Category 5 Shares, all of the Bottomline Shares, in a form reasonably
acceptable to Category 5, free from any charge, lien, encumbrance or adverse
claim of any kind whatsoever, together with the minute books and stock ledger of
the Company.


                                       1



<PAGE>




                  1.4 Legends. The certificates evidencing the Category 5 Shares
shall bear the following legend and any legends required by any state securities

"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED
FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT OR AN EXEMPTION UNDER THE ACT THE AVAILABILITY OF WHICH IS TO BE
ESTABLISHED TO THE REASONABLE SATISFACTION OF THE COMPANY."

                                   ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE SELLERS AND THE COMPANY

                  The Company and each of the Sellers jointly and severally
agree with, and represent and warrant to Category 5 as follows:

                  2.1 Corporate Existence. Good Standing and Authority. The
Company is a corporation duly organized, validly existing and in good standing
under the laws of the state of Utah. The Company has full power and authority to
carry on its business as now being conducted and is entitled to own, lease or
operate the property and assets now owned, leased or operated by it. The Company
is qualified to do business, is in good standing and has all required and
appropriate licenses in each jurisdiction in which its failure to obtain or
maintain such qualification, good standing or licensing (i) would, individually
or in the aggregate, have or reasonably could be expected to have a material
adverse effect on the assets, liabilities, business, financial condition,
results of operations, or prospects of the Company (a "Material Adverse
Effect"), or (ii) would result in a material breach of any of the other
representations, warranties or covenants set forth in this Agreement. The
Company has all requisite corporate power and corporate authority to enter into
this Agreement all other agreements and documents contemplated hereby (the
"Ancillary Agreements'9 and to consummate the transactions contemplated hereby
and thereby. This Agreement has been, and the Ancillary Agreements, when
executed, will be, duly executed and delivered by the Company and each of the
Sellers, has been authored by all necessary action of the Company and
constitutes a legal, valid and binding obligation of the Company and each of the
Sellers, enforceable against the Company and each of the Sellers in accordance
with its terms, except as enforcement may be limited by equitable principles or
bankruptcy, insolvency, reorganization, moratorium or similar laws relating to
creditors' rights generally.

                  2.2 Capitalization. The Sellers are the only shareholders of
the Company, and the Bottomline Shares constitute all of the outstanding capital
stock of the Company. There are no options, warrants, conversion rights, rights
of exchange, or other rights, plans, agreements or other commitments providing
for the purchase, issuance or sale of any additional shares or any securities
convertible into or exchangeable for any shares of the Company.

                                       -2-

BoTTOMLIN:/C5 2/27/02



<PAGE>




                  2.3 Good and Marketable Title To Shares. All of the Bottomline
Shares are owned, beneficially and of record, only by the sellers and are free
from any charge, lien, encumbrance or adverse claim of any kind whatsoever. The
Sellers have the absolute and unrestricted right, power, authority and capacity
to transfer the Bottomline Shares to Category 5and upon closing, without
exception, Category 5 will acquire from the sellers legal and beneficial
ownership of, good and valid title to, and all rights to vote, the Bottomline
Shares, free from any charge, lien, encumbrance or adverse claim of any land
whatsoever.

                  2.4 Subsidiaries. Except as set forth on Schedule 2.4, the
Company does not presently own, directly or indirectly, any interest in any
other corporation, association, joint venture or other business entity.

                  2.5 Financial Statements. The balance sheet and related
statements of income and cash Dows of the Company since inception through
December 31, 2001 (the "Flash Financial Statements,) have been provided to
Category 5. The internal books and records of the Company from which the Flash
Financial Statements were prepared do not contain any information which is false
or misleading. The Flash Financial Statements (i) were prepared in accordance
with such books and records; (ii) were prepared in accordance with the Company's
accounting policies and principles, and are in accordance with generally
accepted accounting standards, applied on a consistent basis, and (iii) present
fairly the Company's financial position and results of operations at the dates
and for the periods reflected therein.

                  2.6 Properties. The Company does not own or hold title to any
real property. The Company has beneficial ownership of and good and marketable
title to all properties and assets it owns which are used in its operations or
necessary for the conduct of its business, and such properties and assets are
not subject to no mortgages, liens, pledges, loans or encumbrances of any land
whatsoever. With respect to property and assets it leases, the Company is in
compliance in all material respects with such leases and holds a valid leasehold
interest free of any liens, claims or encumbrances of any kind whatsoever. All
real and tangible personal property, including machinery, equipment and fixtures
currently used by the Company in the operation of its businesses is, and at the
time of Closing will be, in good operating condition and repair, ordinary wear
and tear excepted.

                  2.7 Litigation. No litigation, arbitration or proceeding is
pending or, to the best knowledge of the Company, threatened by or against the
Company, its properties or assets, the Bottomline Shares or its officers,
directors or the Sellers before any court or any government agency, and, to the
knowledge of the Company no facts exist which might form the basis for any such
litigation, arbitration or proceeding. To the knowledge of the Company, the
Company is not the subject of any investigation for violation of any laws,
regulations or administrative orders applicable to its businesses by any
governmental authority or any other person. There is no judgment, writ, decree,
injunction, rule or order of any court, governmental department, commission,
agency, instrumentality or arbitrator outstanding against the Company, its
properties or assets or the Bottomline Shares.

                  2.8 Non-Contravention. The execution and delivery of this
Agreement by the Company and consummation of the transactions contemplated
hereby will not result in or constitute any of the following: (I) a conflict,
violation or default with or an event that, with

                                       -3-



<PAGE>




notice or lapse of time or both, would be a default, breach, or violation of Me
Articles of Incorporation or Bylaws of the Company, any contract, lease,
license, permit, promissory note, conditional sales contract, commitment,
indenture, mortgage, deed of trust, or other agreement, instrument or
arrangement to which the Company is a party or by which the Company or its
assets are bound; (ii) an event that would permit any party to terminate any
agreement or instrument or to accelerate the maturity of or permit the
subordination of any indebtedness or other obligation of the Company, (iii) the
creation or imposition of any lien, charge, or encumbrance on any of the assets
of the Company; or (iv) conflict with or result in the violation or breach of
any law, rule or regulation of any governmental authority, or any judgment,
order, injunction or decree applicable to the Company or its assets.

                  2.9 Absence of Certain Changes. Except as set forth in
Schedule 2.9, since December 31, 2001, there has not been:

(a) Any Material Adverse Effect;

                  (b) Any increase in the compensation paid or payable by the
Company, other than in the ordinary course of business, to any of its officers,
directors, employees, agents or Sellers;

                  (c) Any split-up or other recapitalization in respect of the
capital stock of the Company or any direct or indirect redemption, purchase or
other acquisition of any such capital stock or any agreement to do any of the
foregoing;

                  (d) Any issuance, transfer, sale or pledge by the Company of
any shares of its capital stock or other securities or of any commitment,
option, right or privilege under which the Company is or may become obligated to
issue any shares of its capital stock or other securities;

                  (e) Any indebtedness incurred by the Company, except such as
may have been incurred or entered into in the ordinary course of business;

                  (f) Any loan made or agreed to be made by the Company, nor has
the Company become liable or agreed to become liable as a guarantor with respect
to any loan;

                  (g) Any waiver or compromise by the Company of any right or
rights of material value or any payment, direct or indirect, of any material
debt, liability or other obligation;

                  (h) Any sale, assignment, or transfer of any patents,
trademarks, copyrights, trade secrets or other intangible assets of material
value other than licenses granted in the ordinary course of business;

                  (i) Any purchase or other acquisition of, or any sale, lease,
disposition of, mortgage, pledge or subjection to any lien or encumbrance on,
any material property or asset, tangible or intangible, of the Company or any
agreement to do any of the foregoing;

BOTTOMLINEJC5 2/27/02



<PAGE>




Company; or

                  (j) Any actual or threatened amendment, termination or loss of
(i) any material contract, lease, license or other agreement to which the
Company is a party; or (ii) any certificate or other authorization required for
the continued operation by the Company of any material portion of any of its
business;

                  (k) Any resignation or termination of employment of any
officer or employee of the Company;

                  (l) Any change in or amendment to the charter documents of the

                  (m) Any agreement or commitment by the Company to do any of
the things described in this Section 2.9.


                  2.10 Employees. The Company has complied in all material
respects with all applicable laws, rules and regulations relating to employment,
including those relating to wages, hours, collective bargaining and the payment
and withholding of taxes and other sums as required by appropriate governmental
authorities.

                  2.11 Compliance with Law: Consents. The business and
operations of the Company have been and are being conducted in compliance with
all laws, rules, regulations and licensing requirements applicable thereto,
except where failure to be so in compliance would not have a Material Adverse
Effect. The Company is unaware of any facts which might form the basis for a
claim that any material violation of such laws exists. No consent, approval,
order or authorization off or registration, qualification, designation,
declaration or filing with, any federal, state or local governmental authority
or any third party on the part of the Company or the Sellers is required in
connection with the execution, delivery and performance by the Company or the
Sellers of this Agreement, the consummation of the transactions contemplated
hereby or Category 5's operation of the business of the Company following the
Closing Date.

                  2.12 Contracts and other Agreements. Schedule 2.12 sets forth
a list of all contracts and other agreements to which the Company is a party or
by or to which it or its assets or properties are bound or subject, whether or
not made in the ordinary course of business, that have or would be reasonably
expected to have a material effect on the Business of Company. True and complete
copies of all the contracts and other agreements (and all amendments, waivers or
other modifications thereto and all appendices and attachments) set forth on the
Company Disclosure Schedule have been furnished to Category 5. Each of such
contracts is valid, existing, in full force and effect, binding upon the
Company, and to the best knowledge of the Company, binding upon the other
parties thereto in accordance with their terms (subject in each case to the
application of general principles of equity or by the effect of bankruptcy,
insolvency, reorganization, moratorium or similar laws generally affecting
creditors, rights), and the Company is not in default under any of them, nor, to
the best knowledge of the Company, is any other party to any such contract or
other agreement in default thereunder, nor does any condition exist Mat with
notice or lapse of dine or both would constitute a default thereunder, except,
in each case, such defaults as would not, individually or in the aggregate, have
a material adverse effect on the Business of Company.

                                       -5-

BOTTOMLINE/CS V27/02


<PAGE>


                  2.13 Affiliate Relationships. Other than as provided on
Schedule 2.13, the Company does not have any material financial interest, direct
or indirect, in any supplier or service provider to, or customer of, the Company
or other party to any contract or other arrangement which is material to the
Company . For purposes of this Section 2.13, the term the Company shall be
deemed to include the Company, the Sellers and any person, firm or corporation
which, directly or indirectly, alone or together with others, controls, is
controlled by, or is under common control with the Company

                  2.14 No Termination of Business Relationship. None of the
entities with which the Company has a material business relationship or any
other present material customer of the Company has given notice of any intention
to cancel or otherwise terminate a material business relationship with the
Company and the Company has no knowledge of any event (including, without
limitation, the transactions contemplated hereby) which would precipitate the
cancellation or termination of, or entitle any such entity or customer to
terminate, such a material business relationship.

                  2.15 Intellectual Property Rights. To the Company's best
knowledge, the Company possesses all patents, patent rights, trademarks,
trademark rights, service marks, service mark rights, trade names, trade name
rights and copyrights (collectively, the "Intellectual Property') necessary for
its business without any conflict with or infringement of the valid rights of
others and the lack of which could have a Material Adverse Effect, and the
Company has not received any notice of infringement upon or conflict with the
asserted rights of others. Schedule 2.15 contains a complete list of patents,
patent applications, trade names, trademarks, service marks, brandmarks
copyrights, registrations owned or used by the Company and any applications for
the foregoing. All Intellectual Property is vested in (or, if applicable, leased
or licensed by) the Company free and clear of any equities, claims, liens,
encumbrances or restrictions of any kind whatsoever. All Intellectual Property
which is licensed to the Company by others are identified in Schedule 2.15, and
all such licenses will continue in full force and effect upon the consummation
of the transactions contemplated hereby. The Company has a valuable body of
trade secrets, including know-how, concepts, computer programs and other
technical data (the "Proprietary Information") for the operation of its
business. To the Company's best knowledge, the Company has the right to use the
Proprietary Information free and clear of any rights, liens, encumbrances or
claims of others. The Company is not aware that any of its employees is
obligated under any contract (including licenses, covenants or commitments of
any nature) or other agreement, or subject to any judgment, decree or order of
any court or administrative agency, that would interfere with the use of his or
her best efforts to promote the interests of the Company or that would conflict
with the Company's business. The Company does not believe it is or will be
necessary to utilize any inventions of any of its employees (or people it
currently intends to hire) made prior to their employment by the Company, except
for inventions that have been assigned or licensed to the Company as of the date
hereof. Each employee, officer and consultant of the Company has executed a
Proprietary Information and Inventions Agreement in the form provided by
Category 5. To the Company's best knowledge, no employee, officer or consultant
is in violation thereof, and the Company will use its best efforts to prevent
any such violation.

                  2.16 No Undisclosed Liabilities. The Company does not have,
and as of the Closing Date will not have, any liabilities, obligations or
commitments of any nature (absolute,

                                       -6

BOTTOML~IE/C5 2/27/02



<PAGE>




accrued, contingent or otherwise) matured or unmatured("Liabilities') except (i)
Liabilities which are adequately reflected or fully reserved against in the
Flash Financial Statements; (ii) Liabilities which have been incurred in the
ordinary course of business and consistent with past practice since December 31,
2001; (iii) Liabilities disclosed in the Schedules hereto; and (iv) Liabilities
arising under contracts or other agreements which because of the dollar amount
involved are not required to be listed in Schedule 2.12.

                  2.17 Representations Complete. None of the representations and
warranties made by the Sellers or the Company herein, nor any statement made in
any Exhibit, Schedule or certificate furnished pursuant to this Agreement,
contains or will contain any untrue statement of a material fact, or omit to
state any material fact required to be stated therein, or necessary in order to
make the statements made, in light of the circumstances under which they were
made, not misleading.

                  2.19 Broker's and Finder's Fees. Neither the Company nor the
Sellers has incurred, nor will it incur, directly or indirectly, any liability
for brokerage or finder's fees or agents' commissions or any similar charges in
connection with this Agreement or any transaction contemplated hereby that may
become the obligations or liabilities of Category 5.

                                   ARTICLE III
                    REPRESENTATIONS AND WARRANTIES OF SELLERS

Each of the Sellers agree with, and represent and warrant to Category 5 as
follows:

                  3.1 Good and Marketable Title to Shares. The Sellers have and
will have on the Closing Date, full right, power, and authority to sell,
transfer and deliver the Bottomline Shares as provided in this Agreement.

                  3.2 Purchase Entirely for Own Account. Each Seller understands
that Category 5 is entering into this Agreement with each Seller in reliance
upon such Seller's representation to Category 5, which by such Seller's
execution of this Agreement such Seller hereby confirms, that the Category 5
Shares to be received by such Seller, (for purposes of Article III, the
"Securities") will be acquired for investment for such Seller's own account, not
as a nominee or agent, and not with a view to the resale or distribution of any
part thereof, and that such Seller has no present intention of selling, granting
any participation in, or otherwise distributing the same. By executing this
Agreement, each Seller further represents that such Seller does not have any
contract, undertaking, agreement or arrangement with any person to sell,
transfer or grant participation to such person or to any third person, with
respect to any of the Securities. Each Seller represents that it has full power
and authority to enter into this Agreement.

                  3.3 Disclosure of Information. Each Seller believes that it
has received all the information it considers necessary or appropriate for
deciding whether to purchase the Securities. Each Seller further represents that
it has had an opportunity to ask questions and receive answers from Category 5
regarding Category 5 and its business and operations and the terms and
conditions of me offering of the Securities.

                                       -7-

BOTTOMLINE/C5 V27/02



<PAGE>




                  3.4 Investment Experience. Each Seller acknowledges that it is
able to fend for itself, can bear the economic risk its investment and has such
knowledge and experience in financial or business matters that it is capable of
evaluating the merits and risks of the investment in the Securities.

                  3.5 Accredited Seller. Each Seller is an "accredited investor"
within the meaning of Regulation D promulgated under the Securities Act of 1993,
as now in effect.

                  3.6 Restricted Securities. Each Seller understands that the
Category 5 Shares it is purchasing are characterized as "restricted securities"
under the United States securities laws inasmuch as they are being acquired from
Category 5 in a transaction not involving a public offering and that under such
laws and applicable regulations such securities may be resold without
registration under the Securities Act of 1933, as amended (the "Act"), only in
certain limited circumstances. In this connection, each Seller represents that
it is familiar with Rule 144 promulgated under the Act, as now in effect, and
understands the resale limitations imposed thereby and by the Act. Each Selling
Seller agrees that it will (i) not sell, assign or transfer any of the Category
5 Shares to anyone other than Category 5 or to a transferee who has agreed to be
bound by the Exchange Agreement, (ii) not make any disposition of all or any
portion of the Category 5 Shares unless such disposition is in compliance with
all applicable federal and state securities law, and (iii) not, to the extent
requested by an underwriter of common stock (or other securities) of Category 5
during a two-year period following the Closing, sell or otherwise transfer or
dispose of any such securities during a reasonable and customary period of time,
as agreed to by Category 5 and the underwriters.

                                   ARTICLE IV
                  REPRESENTATIONS AND WARRANTIES OF CATEGORY 5

Category 5 represents and warrants to the Sellers and the Company that:

                  4.1 Corporate Existences Good Standing and Authority. Category
5 has been duly incorporated and is validly existing and in good standing under
the laws of the State of Nevada. Category 5 has fun corporate power and
authority to enter into, deliver, perform its obligations under and carry out
this Agreement and the Ancillary Agreements to which it is a party. This
Agreement constitutes, and all agreements and Ancillary Agreements will
constitute, valid and legally binding obligations of Category 5 enforceable in
accordance with their terms, subject as to enforcement to bankruptcy,
insolvency, reorganization and other laws of general applicability relating to
or affecting creditors' rights and to general equity principles.

                  4.2 Category 5 Shares Fully Paid and Non-Assessable. The
Category 5 Shares deliverable pursuant to Section 1.2 when issued and delivered
as herein provided, will be validly issued and outstanding shares of Category 5
Common Stock fully paid and non-assessable, free and clear of all liens,
encumbrances, restrictions and claims of every kind.

                  4.3 Consents and Approvals. Except as otherwise described
herein, no consent, approval, authorization, order, registration or
qualification of or with any court or any regulatory authority or any other
governmental body is required for the consummation by Category 5 of the

                                       -8-

BOTTOMLINE/C5 2127/02



<PAGE>




transactions contemplated by this Agreement has been obtained or will be
obtained prior to or upon the Closing Date.

                  4.4 No Breach. The execution and delivery of this Agreement by
Category 5 and consummation of the transactions contemplated hereby will not
result in or constitute any of the following: (i) a conflict, violation or
default with or an event that, with notice or lapse of time or both, would be a
default, breach, or violation of the Certificate of Incorporation or Bylaws of
Category 5, any contract, lease, license, permit, promissory note, conditional
sales contract, commitment, indenture, mortgage, deed of trust:, or other
agreement, instrument or arrangement to which Category 5 is a party or by which
Category 5 or its assets are bound; (ii) an event that would permit any party to
terminate any agreement or instrument or to accelerate the maturity of or permit
the subordination of any indebtedness or other obligation of the Category 5;
(iii) the creation or imposition of any lien, charge, or encumbrance on any of
the assets of the Category 5; or (iv) conflict with or result in the violation
or breach of any law, rule or regulation of any governmental authority, or any
judgment, order, injunction or decree applicable to Category 5 or its assets.

                  4.5 Financial Statements. The consolidated audited financial
statements of Category 5 and its subsidiaries as filed with the Securities and
Exchange Commission (the "SEC') on Form l0K for the 12 months ended June 30
2001, (the "Category 5 Audited Financial Statements',) and the unedited
consolidated financial statements of Category 5 and its subsidiaries as filed
with the SEC on Form 10-Q for the three and six months ended December 31, 2001
(the "Category 5 Unedited Financial Statements'~)comply as to form in all
material respects with applicable accounting requirements and with applicable
rules and regulations of the Securities and Exchange Commission. The Category 5
Audited Financial Statements and the Category 5 Unedited Financial Statements
(i) were prepared in accordance with Category 5's internal books and records;
(ii) were prepared in accordance with Category 5's accounting policies and
principles, and are in accordance with generally accepted accounting principles
("GAAP'J), applied on a consistent basis; and (iii) present fairly Category 5's
financial position and results of operations at the dates for the periods
reflected therein.

                  4.6 Properties. Category 5 does not own or hold title to any
real property. Category 5 has beneficial ownership of and good and marketable
title to all properties and assets it owns which are used in its operations or
necessary for the conduct of its business, and such properties and assets are
not subject to any mortgages, liens, pledges, loans or encumbrances of any kind
whatsoever. With respect to property and assets it leases, Category 5 is in
compliance in all material respects with such leases and holds a valid leasehold
interest free of any liens, claims or encumbrances of any kind whatsoever. All
real and tangible personal property, including machinery, equipment and fixtures
currently used by Category 5 in the operation of its businesses is, and at the
time of Closing will be, in good operating condition and repair, ordinary wear
and tear excepted.

                  4.7 Litigation. Except as set forth in Schedule 4.7 hereto or
in which an adverse outcome would not have a Material Adverse Effect, no
litigation or proceeding is pending or, to the knowledge of Category 5,
threatened by or against Category 5, its assets or the Category 5 Shares before
any court or any government agency, and, to the best knowledge of Category 5, no
facts exist which might form the basis for any such litigation or proceeding. To
the knowledge

                                       -9-

BOTTOMLINE/C5 2127/02



<PAGE>




of Category 5, Category 5 is not the subject of any investigation for violation
of any laws, regulation or administrative orders applicable to its business by
any governmental authority or any other person. There is no judgment, decree,
injunction, rule or order of any court, governmental department, commission,
agency instrumentality or arbitrator outstanding against Category 5 or the
Category 5 Shares.

                  4.8 Representations Complete. None of the representations and
warranties made by Category 5 herein, nor any statement made in any Exhibit,
Schedule or certificate furnished pursuant to this Agreement, contains or will
contain any untrue statement of a material fact, or omit to state any material
fact required to be stated therein, or necessary in order to make the statements
made, in light of the circumstances under which they were made, not misleading.

                  4.9 Broker's and Finder's Fees. Category 5 has not incurred,
nor will it incur, directly or indirectly, any liability for brokerage or
finder's fees or agents' commissions or any similar charges in connection with
this Agreement or any transaction contemplated hereby.

                                    ARTICLE V
COVENANTS OF TIIE SELLERS

                  5.1 Non-Competition Agreements. Sellers hereby agree to not
compete with Category 5 or the Company following the Closing, and Sellers agree
to enter into a noncompetition agreement (the "Non-Competition Agreement,)
substantially in the form attached hereto as Exhibits.

                  5.2 Best Efforts. Each of the Sellers will use his best
efforts to perform and fulfill all obligations on their respective parts to be
performed and fulfilled under this Agreement, to the end that the transactions
contemplated by this Agreement shall be effected substantially in accordance
with its terms. Each of the Sellers shall each cooperate with Category 5 in such
actions and in securing requisite approvals and shall deliver such further
documents as Category 5 may reasonably request as necessary to evidence such
transactions.

                                   ARTICLE VI
                             COVENANTS OF CATEGORY 5

                  6.1 Employee Matters. The Company shall enter into employment
arrangements with Tony Graf and such other employees of the Company as are
mutually agreed upon between Mr. Graf and Category 5.

                  6.2 Best Efforts. Category 5 will use its best efforts to
perform and fulfill all obligations on its part to be performed and fulfilled
under this Agreement, to the end that the transactions contemplated by this
Agreement shall be effected substantially in accordance with its terms.

                                      -10-

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<PAGE>




                                   ARTICLE VII
                                     CLOSING

                  7.1 Time and Place. The purchase and sale of the Bottomline
Shares hereunder (the "Closing',) shall occur on the date of execution of this
Agreement by all of the parties hereto (the "Closing Date").

                  7.2 Deliveries of the Sellers. At the Closing, the Sellers
will deliver or cause to be executed and delivered to Category 5:

                  (a) Articles Bylaws. She Articles of Incorporation and Bylaws
of me Company, certified by the appropriate government agency as of a recent
date;

                  (b) Books and Records. Any and all of the minute books and
similar records of the Company;

Agreements;

                  (c) Non-Competition Agreements.

Executed Non-Competition

                  (d) Other Documents. Such other documents and instruments as
Category 5 or its counsel reasonably shall deem necessary to consummate the
transactions contemplated hereby.

                  All documents delivered to Category 5 shall be in form and
substance reasonably satisfactory to Category 5 and its counsel.

                  7.3 Deliveries of Category 5. At the Closing, Category 5 will
execute and deliver or cause to be executed and delivered simultaneously with
delivery of the items referred to in Section 7.2 above:

Sellers;

                  (a) Payment of the Consideration. The Category 5 Shares,
delivered to

                  (b) Non-Competition Agreements. The executed and the
Non-Competition Agreements;

                  (c) Other Documents. Such other documents and instruments as
Category 5 or its counsel reasonably shall deem necessary to consummate the
transactions contemplated hereby.

                                  ARTICLE VIII
               OBLIGATIONS OF SELLERS AND CATEGORY 5 AFTER CLOSING

                  8.1 Indemnification by the Sellers. The Sellers shall
indemnify and hold harmless Category 5 and its respective officers, directors,
employees, successors and assigns in respect of any and all claims, actions,
suits or other proceedings and any and all losses, costs, expenses, liabilities,
fines, penalties, interest, and damages, whether or not arising out of any
claim, action,

                                     - 11 -

BOTTOMLINE/C5 2/21/02



<PAGE>




suit or other proceeding (and including reasonable counsel and accountants' fees
and expenses and all other reasonable costs and expenses of investigation,
defense or settlement of claims and amounts paid in settlement) incurred by,
imposed on or borne by Category 5 (collectively "Damages',) resulting from:

                  (a) The breach of any of the representations or warranties
made by the Company or the Sellers in this Agreement;

                  (b) The breach or the failure of performance by the Company or
the Sellers of any of the covenants that they are to perform hereunder;

                  (c) The payment of any taxes (including interest and
penalties) of any kind or nature imposed, whether before or after the Closing,
by any government or subdivision thereof upon the business, assets or employees
or independent contractors of the Company or otherwise resulting from or
relating to the respective businesses or operations of the Company prior to the
Closing or any of its properties or assets as they existed as of or any time
prior to the Closing Date and the transactions contemplated by this Agreement;

                  (d) The death of or injury to any person or damage to property
that occurred prior to the Closing and arose out of or in connection with the
business or operations of the Company (whether asserted, discovered or
established before or after the Closing), and whether or not it is the subject
matter of a claim or action disclosed in the Schedules to this Agreement; and

                  (e) All employment-refuted chime and causes of action, and all
other claims and causes of actions, that have arisen or arise out of in
connection with the operations of the businesses of the Company conducted prior
to the Closing (whether asserted, discovered or established before or after the
Closing).

                  Damages shall exclude any amount with respect to which
Category 5 or the Company as the case may be shall have received under any
insurance policy which provides coverage for the liability to which such amount
relates.

                  8.2 Indemnification by Category 5. Category 5 shall indemnify
and hold harmless the Sellers, in respect of any and all chime, losses, costs,
expenses, liabilities, fines, penalties, interest, and damages (including
reasonable counsel and accountants' fees and expenses and all other reasonable
costs and expenses of investigation, defense or settlement of chime and amounts
paid in settlement) incurred by, imposed on or borne by the Sellers resulting
from:

                  (a) The breach of any of the representations or warranties
made by Category 5 in this Agreement, or

                  (b) The breach or the failure of performance by Category 5 of
any of the covenants that it is to perform hereunder.

                  8.3 Indemnification Procedure for Claims. Whenever any claim
shall arise for indemnification hereunder, the party entitled to indemnification
(the "indemnified party') shall

                                       -12

BOTTOMLINEIC5 V27102



<PAGE>




promptly notify the other party or parties (the "indemnifying party") of the
claim and, when known, the facts constituting the basis for such claim;
provided, that the indemnified party's failure to give such notice shall not
affect any rights or remedies of an indemnified party hereunder with respect to
indemnification for damages except to the extent that the indemnifying party is
materially prejudiced thereby. In the event of any claim for indemnification
hereunder resulting from or in connection with any claim or legal proceedings by
a third party, the notice to the indemnifying party shall specify, if known, the
amount or an estimate of the amount of the liability arising there from. The
indemnified party shall not settle or compromise any claim by a third party for
which it is entitled to indemnification hereunder, without the prior written
consent of the indemnifying party (which shall not be unreasonably withheld)
unless suit shall have been instituted against it and the indemnifying party
shall not have taken control of such suit after notification thereof as provided
in this Agreement.

                  8.4 Defense by Indemnify Party. In connection with any claim
giving rise to indemnity hereunder or resulting from or arising out of any claim
or legal proceeding by a person who is not a party to this Agreement, the
indemnifying party at its sole cost and expense may, upon written notice to the
indemnified party, assume the defense of any such claim or legal proceeding if
it acknowledges to the indemnified party in writing its obligations to indemnify
the indemnified party with respect to all elements of such claim, and thereafter
diligently conducts the defense thereof with counsel reasonably acceptable to
the indemnified party. The indemnified party shall be entitled to participate in
(but not control) the defense of any such action, with its counsel and at its
own expense. If the indemnifying party does not assume or fails to conduct in a
diligent manner the defense of any such claim or litigation resulting therefrom,
(i) the indemnified party may defend against such claim or litigation, in such
manner as it may deem appropriate, including, without limitation, settling such
claim or litigation, after giving notice of the same to the indemnifying party,
on such terms as the indemnified party may deem appropriate, and (ii) the
ind~rmi~ party shall be entitled to participate in (but not control) the defense
of such action, with its counsel and at its own expense. If the indemnifying
party thereafter seeks to question the manner in which the indemnified party
defended such third party claim or the amount or nature of any such settlement,
the indemnifying party shall have the burden to prove by a preponderance of the
evidence that the indemnified party did not defend or settle such third party
claim in a reasonably prudent manner. Each party agrees to cooperate fully with
the other, such cooperation to include, without limitation, attendance at
depositions and the provision of relevant documents as may be reasonably
requested by the indemnifying party; provided, that the indemr if party will
hold the indemnified party harmless from all of its expenses, including
reasonable attorneys' fees, incurred in connection with such cooperation by the
indemnified party.

                  8.5 Manner of Indemnification. All indemnification hereunder
shall be effected by payment of cash or delivery of a certified or official bank
check to the indemnified party.

                                   ARTICLE IX
                               GENERAL PROVISIONS

                  9.1 Survival. The representations and warranties of the
Company and the Sellers set forth in this Agreement or in any instrument or
document furnished in connection herewith

                                       -13

BOTTOlvLINE/C5 2127102



<PAGE>




shall survive the Closing and all representations and warranties set forth
herein or in any instrument or document furnished in connection herewith will
expire on the third anniversary of the Closing Date. No claim or action for
indemnity pursuant to Sections 8.1 or 8.2 hereof for breach of any
representation or warranty shall be asserted or maintained by any party hereto
after the expiration of such representation or warranty pursuant to the
provisions of this Section 9.1 except for claims made in writing prior to such
expiration and actions (whether instituted before or after such expiration)
based on any claim made in writing prior to such expiration. Each party hereto
may rely on the representations and warranties made by the other parties hereto
notwithstanding any investigation of the facts constituting the basis of the
representations and warranties of any party by any other party hereto.

                  9.2 Further Assurances. At the request of any of the parties
hereto, and without further consideration, the other parties agree to execute
such documents and instruments and to do such further acts as may be necessary
or desirable to effectuate the transactions contemplated hereby.

                  9.3 Each Party to Bear Own Costs. Each of the parties shall
pay all costs and expenses incurred or to be incurred by it in negotiating and
preparing this Agreement and in closing and carrying out the transactions
contemplated by this Agreement.

                  9.4 Headings. The subject headings of the Articles and
Sections of this Agreement are included for purposes of convenience only, and
shall not affect the construction or interpretation of any of its provisions.

                  9.5 Entire Agreement: Waivers. This Agreement and the Exhibits
and Schedules hereto constitute the entire agreement between the parties
pertaining to the contemporaneous agreements, representations, and
understandings of the parties. No supplement, modification, or amendment of this
Agreement shall be binding unless executed in writing by all parties. No waiver
of any of the provisions of this Agreement shall be deemed, or shall constitute,
a waiver of any other provision, whether or not similar, nor shall any waiver
constitute a continuing waiver. No waiver shall be binding unless executed in
writing by the party making the waiver.

                  9.6 Third Parties. Nothing in this Agreement, whether express
or implied, is intended to confer any rights or remedies under or by reason of
this Agreement on any persons other than the parties to it and their respective
successors and assigns, nor is anything in this Agreement intended to relieve or
discharge the obligation or liability of any third person to any party to this
Agreement, nor shall any provision give any third persons any right of
subrogation or action over against any party to this Agreement.

                  9.7 Successors and Assigns. This Agreement shall not be
assigned by the Company or the Sellers without the written consent of Category
5. This Agreement shall be binding on, and shall inure to the benefit of, the
parties to it and their respective heirs, legal representatives, successors, and
assigns.

                  9.8 Notices. All notices, requests, demands, and other
communications under this Agreement shall be in writing and shall be deemed to
have been duly given when so delivered in person, by overnight courier, by
facsimile transmission (with receipt confirmed by telephone or

                                       -14

BOTTOMI~/C5 V2710Z



<PAGE>




by automatic transmission report) or two business days after being sent by
registered or certified mail (postage prepaid, return receipt requested) as
follows:

To the Company at:                      Bottomline Online, Inc.
                                        [address]
                                        Salt Lake City, Utah

To the Sellers:                         c/o Tony Graf
                                        [address]
                                        Salt Lake City, Utah

To Category 5 at:                       Category 5 Technologies, Inc.
                                        4505 S. Wasatch Blvd., Suite 307
                                        Salt Lake City, Utah 84124
                                        Fax: 801-424-2992

Any party may change its address for purposes of this paragraph by giving notice
of the new address to each of the other parties in the manner set forth above.

                  9.9 Arbitration. Any controversy or claim arising out of or
relating to this Agreement shall be determined by arbitration administered by
the American Arbitration Association under its Intemational Arbitration Rules.

                  9.10 Attorneys' Fees. If any party to this Agreement shall
bring any action, suit, counterclaim or appeal for any relief against the other,
declaratory or otherwise, to enforce the terms hereof or to declare rights
hereunder (collectively, an "Action'), the Prevailing Party shall be entitled to
recover as part of any such Action its reasonable attorneys' fees and costs,
including any fees and costs incurred in bringing and prosecuting such Action
and/or enforcing any order, judgment, ruling or award granted as part of such
Action. "Prevailing party" within the meaning of this Section 9.10 includes,
without limitation, a party who agrees to dismiss an Action upon the other
party's payment of all or a portion of the sums allegedly due or performance of
the covenants allegedly breached, or who obtains substantially the relief sought
by it.

                  9.11 Governing Law. The terms of this Agreement shall be
governed by the laws of the State of Utah applicable to agreements entered into,
to be wholly performed in and among residents exclusively of, Utah.

                  9.12 Consent to Jurisdiction and Forum Selection. The parties
agree that all actions or proceedings arising in connection with this Agreement
shall be tried and litigated exclusively in the State and Federal courts located
in Utah. The aforementioned choice of venue is intended by the parties to be
mandatory and not permissive in nature, thereby precluding the possibility of
litigation between the parties with respect to or arising out of this Agreement
in any jurisdiction other than that specified in this Section 13.12. Each party
hereby waives any right it may have to assert the doctrine of forum non
conveniens or similar doctrine or to object to venue with respect to any
proceeding brought in accordance with this paragraph, and stipulates that the

                                      -15-

BOTTOMLINE/C5 2127/02



<PAGE>




State and Federal courts located in Utah shall have in personamjurisdiction and
venue over each of them for the purposes of litigating any dispute, controversy
or proceeding arising out of or related to this Agreement. Each party hereby
authorizes and accepts service of process sufficient for personal jnn~diction in
any action against it as contemplated by this Section 9.11 by registered or
certified mail, return receipt requested, postage prepaid, to its address for
the giving of notices as set forth in this Agreement, or in the manner set forth
in Section 9.8 of this Agreement for the giving of notice. Any final judgment
rendered against a party in any action or proceeding shall be conclusive as to
the subject of such final judgment and may be enforced in other jurisdictions in
any manner provided by law.

                  9.13 Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original but all of which
shall constitute one and the same instrument.

                  9.14 Severabilitv. All provisions contained herein are
severable and in the event that any ofthem shall be held to be to any extent
invalid or otherwise unenforceable by any court of competent jurisdiction, such
provision shall be construed as if it were written so as to effectuate to the
greatest possible extent the parties' expressed intent; and in every case the
remainder of this Agreement shall not be affected thereby and shall remain valid
and enforceable, as if such affected provision were not contained herein.

                  9.15 Publicity. The parties shall cooperate with each other in
the development and distribution of all news releases and other public
disclosures relating to the transactions contemplated hereby. None of the
parties shall issue or make, or cause to have issued or made, any press release
or announcement concerrung the transactions contemplated hereby without the
advance approval in writing of the form and substance thereof by the other
parties, unless otherwise required by applicable law.

                                      -16-

BOTTOMLItEIC5 2127/02



<PAGE>




         IN WITNESS WHEREOF, the pardes hereto have executed this Stock Purchase
and Exchange Agreement as of the date first above written.

CATEGORY 5 TECHNOLOGIES, INC.

By: /s/ Mitchell Edwards
   ---------------------------------------------------

Name:   Mitchell Edwards

Title:    President


BOTTOMLINE ONLINE, INC.

By: /s/ Tony Graf
   ---------------------------------------------------

Name:   Tony Graf

Title:    CEO


SELLERS

/s/ Tony Graf
--------------------------------------------------------
Tony Graf


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


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


BOTTOMLINE/C5 2/27/02

-17-

<PAGE>




                                BottomlineOnLine
                                  Balance Sheet
                             As of January 31, 2002

Assets
         Cash                                                $             -
         Receivable                                                        -
         Inventory - Software Development at Cost                    860,900
                                                             ---------------

Total Assets                                                 $       860,900
                                                             ---------------


Liabilities & Equity
         Account Payable                                     $             -
         Payroll Payable                                                   -
         Loans fro Shareholders                                            -
                                                             ---------------
         Total Liabilities                                   $             -
                                                             ---------------

         Equity
         Capital Stock                                       $       863,267
         Retained Earnings                                           (2,367)
         Net Profit/Loss                                                   -
                                                             ---------------
                                                             $       860,900
                                                             ---------------
         Total Liabilities & Equity                          $       860,000
                                                             ---------------



<PAGE>


Shareholders addresses for Bottomline Online, Inc.

DPS - P.O. Box 671, Draper, l IT 84020 Rob Aagaard - 1208 Browning Ave., SLC, UT
84105 Matthew Thorley - 1141 E. 500 S. Apt. #1, SLC, UT 84102 Jon Middleton, MD
- 4350 S. Lynne Irene, Holiday, UT 84124 Gregory Graf- 4350 S. Lynne Lane,
Holiday, UT 84124 Jon Middleton - 4350 S. Lynne Lane, Holiday, UT 84124 John
Gilmore - 4350 S. Lynne Lane, Holiday, UT 84124 Israel Curtis - 399.7 S. Castle
Road, West Valley, UT 84128 Tony Graf- 4350 S. Lynne Lane, Holiday, UT 84124
Dennis Jones - 111 E. Starcrest Drive, Orem, UT 84058 Gary Rogers - 13943 Loam
Drive, Bath MI 4X808 Dr. Kurt Bernhisel - 2740 E. Wilshire Drive, SLC, UT 84109
Dan and Sarah Kinnison - 5341 Fowlerville Road North, Fowlerville, MI 48836
Amber Robert - 863 S. 750 E., Orem, UT 84097
Jared Robert - 1488 W. 1825 N., Provo UT 84604



<PAGE>




                               Material Contracts

1.   April 15, 2001 Acknowledgement that all software technologies and
     information developed by FG&A E-Business Solutions, Inc. is property of
     Bottomline Online, Inc.

2.   September 10, 2001 Acknowledgement between FG&A E-Business Solutions, Inc.
     and Bottomline Online, Inc. - all work between FG&A E-Business Solutions,
     Inc. and Bottomline Online, Inc. fulfilled in entirety and FG&A has
     received all compensation with payment in fills.

3.   January 25, 2002 Web Site Development and License Agreement between
     Bottomline Online, Inc. and Bentley Mortgage Group, LLC

4.   January 31, 2002 Web Site Development and License Agreement between
     Bottomline Online, Inc. and American Financial Services of North America



<PAGE>


                                       fg


               1060 Buddea D'iveo Sandy, Utah 804o 1801 ) 49~1380

September 10th, 2001

To Whom It May Concern:

This letter is to acknowledge that all work between FG&A E-Business Solutions,
Inc. and Bottomline Online, Inc. has been fulfilled in their entirety and FG&A
has received all the compensation with payment in full. There are no monies due
and all appropriate software and code has been passed to Bottomline Online, Inc.
and as previously agreed upon, FG&A EBusiness Solutions, Inc. does not have any
ownership nor possession of the software or code which was developed for
Bottomline Online, Inc.

Thank you,

/s/ Tony Graf

Tony Graf
CEO - FG&A E-Business Solutions, Inc.



I, Jon Middleton, have Acknowledge and verified that all information was
received in good condition


/s/ Jon Middleton
--------------------------------------------------
Jon Middleton
Bottomline Online, Inc



<PAGE>




fg

1060 Buddlea Dnveo  Sandy. Utah 84094. 1801) 49~1380

April 15th, 2001

To Whom It May Concern:

This is letter is to acknowledge that all software, technologies and information
developed by FG&A E-Business Solutions, Inc. is properly OF Bottomline Online,
Inc.

Thank you,

/s/ Tony Graf

Tony Graf
CEO - FG&A E-Business Solutions, Inc.



<PAGE>






                   WEB SITE DEVELOPMENT AND LICENSE AGREEMENT

         This Web Site Development and License Agreement is made and entered
into as of this 25th day of January, 2002 (the "Agreement"), by and between
Bottomline Online Inc.., a Utah company ("Developer") ant Bentley Mortgage Group
LLC. ("Customer").

                                     RECITAL

         Customer desires to engage Developer to design, develop, create, and
test a Web Site (as defined below), and Developer desires to undertake such
engagement, all on the terms and conditions set forth in this Agreement.

                                   AGREEMENTS

         NOW, THEREFORE, in consideration of the mutual promises set forth in
this Agreement, and intending to be legally bound hereby, the parties agree as
follows:

1. DEFINITIONS.

          1.1 Certain Defined Terms. The following capitalized terms, when used
in this Section I and elsewhere in this Agreement, shall have the meanings set
forth below (such terms to be applicable equally to the singular and plural
forms thereof):

         "Acceptance" has the meaning set forth ID Section 5.1 of this
Agreement.

          "Affiliates" means with respect to any entity, any other person or
entity controlling, controlled by, or under common control with, such entity.
For purposes of this definition, "control" means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of an entity, whether through the ownership of voting securities or
voting interests, by contract or otherwise.

          "Agreement" means this Web Site Development and License Agreement and
the Exhibits attached hereto as the same may be amended from time to time in
accordance with the terms set forth herein.

         "Change Order" has the meaning set forth in Section 4 of this
Agreement.

         "Confidential Information" has the meaning set forth in Section 12 of
this Agreement.

          "Content" means all materials, content and data provided by Customer
to Developer from time to time under this Agreement for incorporation into the
Web Site, and all materials, content and data posted to the Web Site by
Customer's authorized representatives during the term of this Agreement,
including but not limited to, in either case, text, graphics, or materials
generated in any form or media.

         "Customer Liaison" has the meaning set forth in Section 2.2 of this
Agreement.

          "Customer Marks" means any trademarks, trade names, service marks, or
logos owned, controlled, or licensed by Customer or its affiliates..

          "Developer Software" means all software owned by Developer that is
deployed by Developer in connection with the Web Site.



<PAGE>




         "Development Fees" has the meaning set forth in Section 8.1 of this
Agreement.

         "Documentation" means the written or electronic documentation provided
by Developer to Customer with respect to the Web Site and the Developer
Software.

         "HTML" means the series of commands for formatting Web Pages known as
HyperText Markup Language, and shall include any current and future extensions
thereto.

         "Internet" means the world-wide network of computers commonly
understood to provide some or all of the following features, among others:
electronic mail, file transfers through File Transfer Protocol, Telnet access to
local and remote computers, UseNet Newsgroups, Gopher access to information on
local and remote computers, Wide Area Information Servers, and World Wide Web
access.

         "Licensed Software" means all Developer Software and Third Party
Software.

         "Patches" has the meaning set forth in Section 6.4 of this Agreement.

          "Project Specifications" means the specifications for the Web Site set
forth in Exhibit A attached hereto and made a part hereof.

          "Project Timeline" means the schedule for the development of the Web
Site as set forth in Exhibit A attached hereto and made a part hereof.

          "Third Party Software" means software owned by a third party that is
deployed by Developer in connection with the Web Site.

         "Upgrades" has the meaning set forth in Section 6.4 of this Agreement.

          "User Information" means personally identifiable information of Users
provided by Users through the Web Site.

          "Users" means those persons who are authorized by Customer to access
the Web Site over the Internet.

          "Web Page" means a document or file that is formatted using HTML and
that is intended to be accessible over the Internet with a Web Browser.
used by Customer.

         "Web Site" means the series of interconnected Web Pages residing on the
Web Server

          1.2 Interpretation of Terms. As used in this Agreement, unless the
context clearly indicates otherwise, (a) the masculine, feminine, or neuter
gender and the singular or plural number shall be considered to include their
related counterparts, (b) the words "including," "include" and "includes" are
not limiting, and the word "or" is not exclusive, (c) the capitalized terms
"Section" refers to sections of this Agreement, and (d) references to a
particular Section includes all subparts thereof.

2. DEVELOPMENT OF WEB SITE

         2.1 Project Specifications: Proiect Timeline. Developer shall design
and develop the Web Site in substantial conformance with the Project
Specifications and the Project Timeline.

                                        2



<PAGE>



          2.2 Customer Liaison. Customer shall designate a representative whose
duties will be to act as liaison between Customer and Developer during the
design and development of the Web Site (the "Customer Liaison"). Developer shall
be entitled to rely on the Customer Liaison in connection with Customer's input
and Acceptance relating to the Web Site.

3. RESPONSIBILITIES OF CUSTOMER

          3.1 Content. Customer shall provide, at no cost to Developer all
informational content and data required to design, implement, and operate
software applications accessible through the Web Site, including databases,
database applications, and all other applications or services defined in the
Project Specifications.

         3.2 Other Responsibilities. Customer shall provide all materials,
services, and/or other human, data, equipment, software and other resources as
specified in the Project Specifications.

          3.3 Failure to Fulfill Responsibilities. Delay or failure by Customer
to deliver the Content may result in an adjustment to the Project Specifications
or a delay in respect of the Project Timeline or both for delivery of the Web
Site, and shall release Developer from its obligations with regard thereto, but
only to the extent that Developer is adversely affected by such Customer delay
or failure.

4. CHANGE ORDERS.

         Changes in this Agreement or in any of the Project Specifications under
this Agreement shall become effective only when a written change request is
executed by an authorized officer of Customer and Developer (a "Change Order").
Developer shall not decline any change requests that increase the cost or
magnitude of performance, provided that the changes are reasonable in scope and
a commensurate increase in compensation is agreed upon by the parties.

5. ACCEPTANCE; PROCEDURE.

          5.1 Upon the completion of the development and installation of the Web
Site, Customer shall have 10 business days to examine and review the Web Site to
determine to its reasonable satisfaction whether the Web Site has been
successfully designed and installed in compliance with the Project
Specifications. Customer may, within such 10 business day period, provide
written notice to Developer of any deficiencies or variances from the Project
Specifications. Developer shall have 30 calendar days in which to remedy such
deficiencies or variances from the Project Specifications. Such procedure may be
repeated until the Web Site substantially conforms to the Project
Specifications. Customer may then either (a) provide written notice of
acceptance ("Acceptance") within 10 business days of Developer's submission of a
modified Web Site, or (b) terminate this Agreement in accordance with Section
9.2 of this Agreement.

          5.2 If Customer does not provide written notice of any deficiencies or
variances within the 10 business day period referenced in Section 5.1, then
Customer shall be deemed to have given its Acceptance of the Web Site.

6. GRANT OF LICENSES.

6.1 Grant of License for Licenses Software.

                                        3



<PAGE>





                  (a) During the term of this Agreement, Developer grants to
Customer the non-exclusive and non-transferable right to use all Licensed
Software incorporated or accessible therein and the Documentation.

                  (b) Except as otherwise provided in this Agreement, Customer
shall not be entitled, without the written consent of Developer, to use the
Licensed Software other than for its own internal business purposes. In
addition, except as otherwise provided in this Agreement, Customer shall not:

                  (i) Remove any product identification, copyright, trademark,
service mark or other notices from the Licensed Software or the Documentation;

                  (ii) Modify, adapt, translate, or create derivative works
based upon, in whole or in part, the Licensed Software; or

                  (iii) Decompile, disassemble, or otherwise reverse engineer or
attempt to reconstruct or discover (or permit any third party to decompile,
disassemble, or otherwise reverse engineer or attempt to reconstruct or
discover) any source code or underlying: ideas, algorithms, file formats, or
programming or interoperability interfaces of the Licensed Software or any files
contained in or generated using the Licensed Software.

          6.2 License to the Content. Subject to the termination provisions
contained in this Agreement, Customer hereby grants to Developer a nonexclusive,
nontransferable license for use on the Web Site only, to use and display the
Content, including a license under any copyrights relating to such Content.

6.3 License to Customer Marks.

                  (a) Subject to the termination provisions contained in this
Agreement, Customer hereby grants to Developer, for use in the Web Site only, a
nonexclusive, nontransferable, fully paid up and royalty free license, to any
Customer Marks used or contained in the Web Site. Developer hereby acknowledges
and agrees that all usage of any Customer Marks shall inure solely to the
benefit of Customer and shall not create in Developer any right, title or
interest of any kind whatsoever in such Customer Marks.

limitations:

(b) The license granted in Section 6.3(a) is subject to the following

                  (i) In the event that Developer proposes to use a Customer
Mark, Developer shall so notify Customer, provide Customer with the opportunity
for prior review of Customer Mark usage, and obtain the written approval of
Customer for such uses, such approval not to be withheld or delayed
unreasonably.

                  (ii) Use of the Customer Mark by Developer shall inure to the
benefit of Customer, and Developer shall not assert or claim any interest in or
do anything that may adversely affect the validity or enforceability of any such
Customer Mark.

                  (iii) Developer shall identify Customer as the proprietor of
the Customer Mark by the use of a notice as and where specified by Customer.

                  (iv) Developer will comply with all statutes and regulations
pertaining to the Customer Marks and their use.

                                        4



<PAGE>




                  (v) Developer will convey, without compensation, any rights to
the Customer Mark of Customer acquired by Developer.


          6.4 Patches: Upgrades. During the term of this Agreement, Developer
may provide new releases of the Developer Software and upgrade the Web Site in
order to implement problem corrections ("Patches"). Developer shall provide
Patches as necessary from time to time without additional charge during the term
of this Agreement. Developer and Customer agree to negotiate in good faith
concerning the terms for providing Customer with any new versions of the
Developer Software or any upgrades to the Web Site that add new features or
functionality ("Upgrades").

          6.5 Reporting. If Customer believes that there is an error with
respect to the Web Site or the Developer Software, Customer shall notify
Developer promptly, describing the error in such detail as is reasonably
necessary for Developer to investigate such error.

          6.6 Service Outside Scope of Support. If Developer can demonstrate
that any reported error was due to improper use of the Web Site or the Developer
Software by Customer or Users, then Developer shall have the right to charge
Customer for such services, at Developer's then-current hourly rates, plus
reasonable travel, board, and lodging expenses incurred in connection with the
provision of any assistance at Customer's offices. Developer will assume half
the expenses while joint venture is in effect.

7. TRAINING.

         At Customer's request, Developer shall provide initial training with
respect to the Developer Software and the Web Site to ensure that Customer can
properly operate the Web Site and make modifications as necessary. If additional
training is desired, it will be provided on such terms and for such fees as
shall be mutually agreed upon by Developer and Customer.

8. PAYMENTS; TAXES.

          8.1 Development Fees. In consideration for its development services
under this Agreement, Customer shall pay to Developer the following amounts: (a)
Three Thousand Dollars (S3,000) upon execution of this Agreement; (b) Five
Thousand Dollars (S5,000) upon completion and Acceptance of the Web Site
(collectively, "Development Fees"). The Development Fees cover any and all costs
and expenses related to the "Design & Development of Web Site" as described on
Exhibit A. The total cost of development is Sixteen Thousand Dollars of which
the developer will assume half (eight thousand dollars). The other half will be
paid by the customer.

          8.2 Taxes. Customer shall, in addition to the payments required
hereunder, pay all sales, use, transfer or other taxes, whether federal, state
or local, however, designated, which are levied or imposed by reason of the
transactions contemplated by this Agreement; excluding, however, income taxes
which may be levied against Developer. If Customer is exempt from any taxes,
Customer shall provide Developer with the necessary documentation required by
the taxing authority to sustain such an exemption.

9. TERM; TERMINATION.

          9.1 Term: Renewal. Unless earlier terminated pursuant to the
provisions of this Section 9, the term of this Agreement shall commence upon the
execution of this Agreement and shall continue until Developer has completed and
Customer has accepted the Web Site.

                                        5



<PAGE>




         9.2 Termination. This Agreement and the licenses granted herein may be
terminated prior to the expiration of its term as follows:

(a) by the mutual written agreement of the parties;

                  (b) by Customer in the event that Developer fails to deliver
the Web Site in accordance with the Project Timeline, unless such failure is
related directly to Change Orders requested by Customer;

                  (c) by Customer, if Developer fails to perform any material
provision of this Agreement, or is in breach in any material respect of any
representation or warranty given to Customer in this Agreement, and does not
cure such failure or breach within a period of 5 days after receipt of written
notice specifying such failure; or

                  (d) by Developer, if Customer fails to perform any material
provision of Agreement, or is in breach in any material respect of any
representation or warranty given to Developer in this Agreement, and does not
cure such failure or breach within a period of 5 days after receipt of written
notice specifying such failure.

9.3 Effect of Termination. Upon the expiration or termination of this Agreement:
    -----------------------

                  (a) Developer immediately shall deliver to Customer all
Documentation and other data and information necessary for Customer to operate
or provide for the operation of the Web Site.

                  (b) The license for Customer Marks granted by Customer to
Developer above immediately shall terminate, and Developer immediately shall (i)
return to Customer all documents, data and other information related to Customer
Marks and (ii) cease the use of Customer Marks.

                  (c) Developer shall license to Customer all Licensed Software
necessary to operate the Web Site. Notwithstanding anything to the contrary in
this Agreement, Licensed Software under this Section 9.3(c) does not include
software used by a Web Site hosting company to perform its hosting services,
including "PHP" and "MY SQL."

                  (d) Developer shall, upon Customer's request, immediately
return to Customer all copies of Content, User Information and any other
Confidential Information of Customer in the possession or under the control of
Developer.

10. PROPRIETARY RIGHTS AND OWNERSHIP.

          10.1 Ownership by Developer. Except as otherwise specifically set
forth in the Project Specifications, Developer shall own all right, title and
interest in and to all Licensed Software used within the Web Site. Subject to
the rights of Customer to Licensed Software upon termination of this Agreement,
Customer acknowledges and agrees that all writings or works of authorship,
including, without limitation, content, design, software deliverables and other
software authored by Developer in the course of developing or operating the Web
Site for Customer, together with any copyrights on those writing or works of
authorship, are the sole property of Developer.

          10.2 Ownership by Customer. As between Customer and Developer,
Customer shall own all right, title and interest in and to the Content, Customer
Marks and User Information. Developer may make only such copies of the Content
and Customer Marks as may be necessary to perform the services under this
Agreement, including without limitation reasonable backup

                                        6



<PAGE>




and archival copies. Developer shall post on the Web Site any copyright notices
or other notices relating to the Content and Customer Marks, as instructed by
Customer.

          10.3 Third Party. Customer shall be responsible for obtaining any
permissions necessary to place the Customer Content and Customer Marks on the
Web Site. Except with respect to the Customer Content and Customer Marks,
Developer shall be responsible for obtaining any other rights, licenses,
clearances, releases or other permissions necessary for Customer to utilize the
Web Site.

11. INDEMNIFICATION.

          11.1 Intellectual Property Indemnification. Developer shall indemnify
and hold Customer harmless from and against any and all liabilities or damages
(including costs of litigation and reasonable attorneys' fees) arising from an
allegation that Customer's use of the Developer Software infringes any patent,
copyright, trademark, trade secret or other proprietary right of any third
party, and Developer agrees to pay all costs, fees and damages incurred by
Customer and/or its partners, affiliates, subsidiaries, agents and/or employees
in connection with any such claim or action. Customer may have its own counsel
participate in the defense of any such claim or action, provided that the costs
of such counsel shall be borne exclusively by Customer. Notwithstanding the
foregoing, Developer's obligations under this Section 11.1 shall not apply if
such claim arises from or in connection with (i) adherence to design
modifications, specifications, drawings, or written instructions which Developer
is directed by Customer to follow (unless Developer has actual knowledge that
adhering to Customer's direction will result in the infringement of the rights
of a third party and fails to inform Customer of that fact); (ii) any use of the
Customer Marks; or (iii) any Customer Content.

          11.2 Alternatives with respect to Infringement Claims. If a claim is
made or threatened with respect to the infringement of any patent, trademark,
copyright or intellectual property right with respect to the operation of the
Web Site or use of the Licensed Software, Developer may, at its expense and
option, either (i) procure the right to continue using the alleged infringing
portion of the Web Site or Licensed Software; (ii) replace the alleged
infringing portion of the Web Site or Licensed Software with non-infringing
items which are substantially similar in functionality; or (iii) modify the
alleged infringing portion of the Web Site or Licensed Software such that it is
non-infringing. If after having made good faith attempts, Developer is unable to
do any of the acts specified in clauses (i), (ii), and (iii) on commercially
reasonable terms, Developer may shut down the Web Site and refund to Customer
the unamortized portion of the Development Fees.

          11.3 Indemnification by Customer. Customer shall indemnify and hold
Developer harmless from and against any and all liabilities or damages
(including costs of litigation and reasonable attorneys' fees) arising from
claims made by third parties relating to: (i) adherence to design modifications,
specifications, drawings, or written instructions which Developer is directed by
Customer to follow; (ii) use of the Customer Marks; (iii) any Customer Content;
or (4) the Customer's use of the Web Site in the course of its business.

          11.4 Procedure. In the event of a claim by a third party, with respect
to which a party is entitled to indemnification hereunder, the party seeking
indemnification (the "Indemnified Party") shall notify the other party (the
"Indemnifying Party") as soon as practicable, but no later than 15 days after
receipt of notice of such claim; provided that a delay in or failure by the
Indemnified Party to provide such notice shall not relieve the Indemnifying
Party of its obligations under this Section, except to the extent that such
delay or failure materially prejudices the Indemnifying Party's ability to
defend such claim. The Indemnifying Party, at its sole expense, shall promptly
assume the defense of such claim using counsel of its own choosing and
reasonably satisfactory to the Indemnified Party, and the Indemnified Party

                                        7



<PAGE>






shall reasonably cooperate with the Indemnifying Party in the defense of such
claim, including the settlement of the matter on the basis reasonably stipulated
by the Indemnifying Party (with the Indemnifying Party being responsible for all
costs and expenses of such defense and settlement, including the reimbursement
of the Indemnified Party's reasonable out-of-pocket costs or expenses incurred
in providing information and assistance in connection therewith).
Notwithstanding the foregoing, if a conflict of interest exists vis-a-vis the
interests of the Indemnifying Party and the Indemnified Party, or the
Indemnifying Party fails to diligently defend the Indemnified Party, the
Indemnified Party shall be entitled to defend the claim with counsel of its own
choosing at the expense of, for the account of and at the risk of the
Indemnifying Party; provided, however, that the Indemnified Party shall engage
counsel reasonably acceptable to the Indemnifying Party, take reasonable steps
to monitor and control the fees and costs of counsel so chosen, and keep the
Indemnifying Party reasonably informed of the status of such defense, including
any settlement proposals by the claimant. In addition, the Indemnified Party may
participate, in its sole discretion, in any claim using its own counsel at its
own expense.

12. CONFIDENTIALITY.

         It is expected that each of Customer and Developer will disclose to the
other certain Confidential Information. Each party recognizes the claim of the
other party to the value and importance of the protection of the other party's
Confidential Information. Except as provided in this Agreement, all Confidential
Information of either party shall remain the property of such party. No party
shall disclose to any person or entity any Confidential Information of the other
party, except (i) with the written consent of the other party, or (ii) to the
extent necessary to comply with applicable law, in which event the party making
such disclosure shall so notify the other party as promptly as practicable (and,
if possible, prior to making such disclosure) and shall seek confidential
treatment of such information. No party shall use, nor permit any of its
employees, agents or other related parties to use, any Confidential Information
of the other party for any purpose other than the purposes of this Agreement.
Each party shall return all copies, transcriptions, or other reproductions of,
and any notes relating to, the Confidential Information of the other party, to
such other party, upon either (A) the accomplishment of the purpose for which
the Confidential Information was provided, or (B) the expiration or termination
of this Agreement. For purposes of this Agreement, "Confidential Information"
means any proprietary information, whether written or oral, pertaining to the
business, financial condition, strategies, plans, policies, clients or
customers, inventions, client database, investor contacts, trade secrets,
computer programs, or processes of the disclosing party that is furnished or
disclosed by one party to the other, or to their respective recipients Am, in
the case of written information, is conspicuously marked proprietary or
confidential or bears a marking of like import, or, in the case of information
provided orally, is stated to be proprietary or confidential at the time of
disclosure, or, in the case of either written or oral information which is not
so marked or stated to be proprietary or confidential, would nonetheless
logically be considered proprietary or confidential under the circumstances of
its disclosure. Notwithstanding anything herein to the contrary, information
shall not be deemed to be "Confidential Information" if it (1) becomes known to
the receiving party or its affiliates without any such restriction as the result
of disclosures by a third party which has the right to make such disclosure, or
(2) is already known to the receiving party or its affiliates at the time of
receipt as evidenced by written records made prior to such receipt, or (3) is
independently developed or formulated by the receiving party or its affiliates,
or (4) otherwise is or becomes generally available to the public through no
fault of the receiving party or its affiliates.. For purposes of this Section
12, references to Customer shall include Customer and its Affiliates..

                                        8



<PAGE>




13. REPRESENTATIONS AND WARRANTIES.

          13.1 Developer's Representations and Warranties. Developer represents
and warrants that: (i) the Web Site will operate in conformance in all material
respects with the Project Specifications; (ii) to the best of Developer's
knowledge, Developer is the owner or otherwise has the right to use and
distribute all materials and methodologies used in with providing the services
under this Agreement; (iii) to the best of Developer's knowledge, any software
and materials used by Developer in fulfilling its obligations under this
Agreement (except the Customer Content and Customer Marks) do not infringe upon
any copyright, patent, trade secret, contract right or other third party right;
(iv) to the best of Developer's knowledge, the Web Site shall not contain any
Trojan horses, worms or viruses, provided that the Customer Content contains no
such viruses; and (v) Developer will comply in all material respects with all
applicable federal, state and local laws and regulations in the performance of
its obligations under this Agreement. Developer does not warrant that the
functions contained in the Web Site will meet Customer's requirements or that
the operation of the Web Site will be uninterrupted or error-free or that all
errors will be corrected.

          13.2 Customer's Representations and Warranties. Customer represents
and warrants that: (i) to the best of Customer's knowledge, the Customer Content
and Customer Marks do not now and will not infringe upon any copyright, patent,
trademark, trade secret, contract right or other third party right; (ii) all
obligations to third parties assumed by Customer with respect to the activities
contemplated to be undertaken by Customer pursuant to this Agreement or in
connection with Customer's use of the Web Site are or will be fully satisfied by
Customer so that Developer will not have any obligations with respect thereto;
(iii) to the best of Customer's knowledge, the Customer Content shall not
contain any "Trojan horses," "worms" or "viruses" nor permit any other
unauthorized access to the Web Site; and (iv) Customer will comply in all
material respects with all applicable federal, state and local laws and
regulations in the performance of its obligations hereunder.

         13.3 Third Party Software. DEVELOPER MAKES NO WARRANTY REGARDING THE
THIRD PARTY SOFTWARE. Developer shall pass through to Customer, to the extent
permitted by its licensers, any warranties provided to Developer by its
licensers for the Third Party Software.

          13.4 General Disclaimer of Warranties. EXCEPT AS STATED IN THIS
SECTION 13, DEVELOPER MAKES NO WARRANTIES REGARDING THE WEB SITE OR THE LICENSED
SOFTWARE, AND EXPRESSLY DISCLAIMS THE WARRANTIES OF FITNESS FOR A PARTICULAR
PURPOSE OR MERCHANTABILITY, AND ANY OTHER WARRANTY, EXPRESS OR IMPLIED.

14. REMEDIES; LIMITATION OF LIABILITY.

          14.1 Remedies. Developer's entire liability and Customer's exclusive
remedy relative to any breach of the representations and warranties set forth in
Sections 13.1 and 13.3 above shall be for Customer, at its option, to either (i)
request that Developer attempt to cure any such breach which prevents the Web
Site from substantially performing as described in the Project Specifications;
or (ii) terminate this Agreement in accordance with Section 10.2 of this
Agreement.

         14.2 Disclaimer of Consequential Damages: Limitation of Liability. IN
NO EVENT SHALL DEVELOPER OR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE DESIGN,
DEVELOPMENT, OR ESTABLISHMENT OF THE WEB SITE OR THE DEVELOPMENT OF THE
DOCUMENTATION BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL
DAMAGES, LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF

                                        9



<PAGE>




GOODWILL, CAUSED BY OR ARISING OUT OF PERFORMANCE OR NONPERFORMANCE OF THIS
AGREEMENT OR FROM CUSTOMER'S USE OR INABILITY TO USE THE WEB SITE OR THE
LICENSED SOFTWARE, EVEN IF DEVELOPER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
LOSS OR DAMAGES. ANY DAMAGES THAT DEVELOPER MAY BE REQUIRED TO PAY FOR ANY AND
ALL CAUSES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES PROVIDED
HEREUNDER, WHETHER FOR NEGLIGENCE, BREACH OF CONTRACT, BREACH OF WARRANTY OR
OTHERWISE, REGARDLESS OF THE FORM OF ACTION, SHALL, IN THE AGGREGATE, BE LIMITED
TO THE PAYMENTS MADE B\'CUSTOMER PURSUANT TO THIS AGREEMENT.

1 5. ARBITRATION; GOVERNING LAW.

          15.1 Disputes. In the event of any dispute, claim, question or
disagreement arising from or relating to this Agreement or the breach thereof,
the parties shall use their best efforts to settle the dispute, claim, question
or disagreement. To this effect, the parties shall consult and negotiate with
each other in good faith and, recognizing their mutual interests, attempt to
reach a just and equitable solution satisfactory to both parties. If the parties
do not reach such solution within a period of 60 days, then, upon notice by
either party to the other, all disputes, claims, questions or disagreements,
including, but not limited to, disputes regarding the interpretation or
application of this Section 15.1, shall be finally settled by binding
arbitration administered by the American Arbitration Association in accordance
with its Commercial Arbitration Rules then in effect, except as such rules may
be modified by this Section 15.1. The arbitration shall take place before a
panel of three arbitrators, one chosen by each of Customer and Developer, and
the third, who shall act as chair of the arbitral panel, selected by the two
arbitrators so chosen. The place of arbitration shall be Salt Lake City, Utah.
Within 60 days of the date of arbitration, each party shall provide to the other
the documents it intends to use in the arbitration and a list of witnesses that
it intends to call. The arbitral panel shall issue a written opinion, which
shall be final and binding, absent manifest error in the understanding of the
facts or the application of the law. Judgment upon the award may be entered in
any court having jurisdiction thereof. The arbitrator shall have the authority
to award any remedy or relief that a court of the State of Utah could order or
grant, including, without limitation, specific performance of any obligation
created under this Agreement, the issuance of an injunction, or the imposition
of damages (as limited herein).

          15.2 Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Utah, without regard to the
conflicts of laws principles thereof. The United Nations Convention on Contracts
for the International Sale of Goods shall not apply to this Agreement.

16. GENERAL TERMS AND CONDITIONS.

          16.1 Relationship. This Agreement does not make either party hereto
the employee, agent or legal representative of the other party for any purpose
whatsoever. Neither party hereto is granted any right or authority to assume or
to create any obligation or responsibility, express or implied, on behalf of or
in the name of the other party. In fulfilling its obligations pursuant to this
Agreement, each party hereto shall act as an independent contractor.

          16.2 Employees. Each of Customer and Developer recognizes that the
employees, consultants and contractors of each party, and their loyalty and
service to each party, constitute a valuable asset of each party. Accordingly,
each party hereby agrees not to directly or indirectly employ or otherwise
engage, or attempt to employ or otherwise engage, in or on behalf of itself or
any of its affiliates, any person who is employed or engaged or who is during
the

                                       10



<PAGE>




term of this Agreement employed or engaged as an employee, consultant or
contractor of the other or any of its affiliates.

          16.3 Export. Customer agrees to comply with all export laws,
restrictions, national security controls and regulations of the United States or
other applicable foreign agency or authority, and not to export or re-export, or
allow the export or re-export of the Developer Software or any Confidential
Information of Developer.

          16.4 Nonexclusive Agreement. The parties agree that nothing in this
Agreement shall restrict either party in any way from entering into arrangements
similar to this Agreement with third parties. Without limiting the generality of
the foregoing, Customer acknowledges Developer's right to market its services or
to develop and license software for other customers as long as such software
does not include Customer Content, Customer Marks or Confidential Information of
Customer.

          16.5 Restricted Rights. The Developer Software and the Documentation
were developed at private expense and are provided with RESTRICTED RIGHTS. Any
use, duplication or disclosure by or for an agency of the United States
Government shall be subject to the restricted rights applicable to commercial
computer software under FAR Clause 52.227-19 or DEARS Clause 252.227-7013 or any
successor rule or regulation.

          16.6 Assignment. Customer shall not assign or otherwise transfer any
of its rights or obligations under this Agreement without the prior written
consent of Developer, provided that Customer may assign this Agreement to an
Affiliate upon notice to Developer. Subject to the foregoing limitation, this
Agreement shall inure to the benefit of and shall be binding on the successors
of the parties.

          16.7 Notices. All notices, reports, records, or other communications
which are required or permitted to be given to the parties under this Agreement
shall be given in writing and delivered in person, by overnight courier, by
facsimile or by certified mail, first-class postage prepaid, return receipt
requested, to the receiving party at the following address:

                           If to Customer to:

                                    Attn: Steven Shields
                                    Bentley Mortgage Group LLC.
                                    5808 South 900 East Suite B
                                    Salt Lake City, Utah 84121
                                    Attn:

                           If to Developer to:

                                    Attn: Tony Graf
                                    Bottomline Online Inc.
                                    1060 East Budlea Drive
                                    Sandy, Utah 84094
                                    Attn:

or to such other address as such party may have given to the other by notice
pursuant to this Section. Notice shall be deemed given on the date of delivery,
in the case of personal delivery, on the date of confirmed transmission, if by
facsimile, or on the delivery or refusal date, as specified on the return
receipt, in the case of overnight courier or certified mail.

                                       11



<PAGE>




          16.8 Expenses. legal and other expenses incurred in connection with
the drafting and negotiation of this Agreement and the transactions contemplated
hereby shall be paid by the party incurring such expenses.

          16.9 Entire Agreement. This Agreement (together with the Exhibits
hereto, which are hereby incorporated by this reference) constitutes the entire
agreement between the parties relating to the subject matter hereof. All prior
or contemporaneous agreements, whether written or oral, among the parties or
their agents and representatives relating to the subject hereof are merged into
this Agreement.

          16.10 Severability. If any term or provision of this Agreement shall,
to any extent, be determined to be invalid or unenforceable by a court or body
of competent jurisdiction, the remainder of this Agreement shall not be affected
thereby, and each term and provision of this Agreement shall be valid and
enforceable to the fullest extent permitted by law.

          16.11 Waiver. The failure of one oi the parties to insist upon the
strict performance of any provision of this Agreement or to exercise any right,
power, or remedy upon a breach thereof shall not constitute a waiver of that or
any other provision of this Agreement or limit that party's right thereafter to
enforce any provision or exercise any right.

          16.12 Captions. All captions contained in this Agreement are for
convenience only and shall not be deemed to be part of this Agreement.

          16.13 Counterparts: Facsimile Signatures. This Agreement may be
executed in any number of counterparts, each of which shall constitute an
original as against the party whose signature appears thereon, and all of which
taken together shall constitute one and the same instrument. This Agreement
shall become binding when one or more counterparts, individually or taken
together, shall bear the signatures of both parties to this Agreement. Delivery
of an executed signature page of this Agreement by facsimile transmission shall
constitute effective and binding execution and delivery of the instrument to
which such signature page relates.

17. Joint Venture

          17.1 This project shall include a joint venture on all future revenue
generated by this development project and lead resources provided by Developer.
The Customer will pay the developer for the development hours and expenses
incurred during development (see Section 8). Upon completion of development, the
website and web applications will be used to generate new revenue.

          17.2 Revenue and expenses. The customer shall determine jointly with
the developer reasonable expenses for the Customer and for the Developer. These
expenses will be deducted from the gross revenue generated by the developer's
web applications built for the customer. The net revenue shall be divided and
distributed as follows(see Exhibit B):

                  (i) Fifty Percent of net revenue shall be paid to the customer
every calendar month.

                  (ii) Fifty Percent of net revenue shall be paid to the
developer every calendar month.

         17.3 Term of Joint Venture. The joint venture will be in effect until
both parties agree to terminate the venture. This agreement may be terminated by
either party upon 90 days advance written notice. If the customer chooses to
terminate the venture, the software and all

                                       12



<PAGE>




licenses will rovers back to Developer and all content and Customer marks will
be returned to customer.



The parties hereto have caused this Agreement to be executed as of the date
first written above.


CUSTOMER:

Bentley Mortgage LLC

By:  /s/ Steven L. Shields
  -------------------------------------------
Name: Steven L. Shields
Title: Manager



DEVELOPER:

Bottomline Online Inc.

By:  /s/ Jon Middleton
  -------------------------------------------
Name: Jon Middleton
Title: CTO







                                       13


<PAGE>




                                    EXHIBIT A
                                       TO
                   WEB SITE DEVELOPMENT AND LICENSE AGREEMENT
                               DATED 25 Jan, 2002

PROJECT SPECIFICA110NS

Design & Development of Web Site

Bottomline Online will build the following website application for Bentley
Mortgage. This application will incorporate the following features:

Project Scope

We will build a website and web marketing infrastructure to accomplish the
following tasks:

-    Provide an enhanced front end website that is appealing and efficient
-    Create a email marketing campaign that will send custom flash emails daily
-    Link new front end website with existing V-Lender application and loan
     status pages

We will accomplish these tasks by utilizing these features:


- Main Website

         The main website will utilize flash to enhance the user experience and
display the level of professionalism Bentley Mortgage displays. This site will
have interactive guides that explain the mortgage process. The site will also
have a referral section so satisfied client may refer their friends and family
to Bentley Mortgage. Other features will include a news section, daily rates,
and helpful contact information. This site will interface directly with
Bentley's existing badly end website tools. (Loan application, mortgage
calculator, and loan status tools)

The site will include the following pages:

        - Referral page

        - Interactive Information regarding mortgage process

        - Company Information page

        - Link to Loan application through V-Lender

        - Complete overhaul of front end website with the use of Flash

        - Interest Rate Update page

        - Loan Calculator



<PAGE>





        - Glossary of terms

        - Affiliates page

        - Contact information page


Email Marketing

         We will build a mass small generator that will automatically send large
quantities of smalls to the leads provided. These smalls will be built with
flash to provide a unique and powerful marketing presentation. These emails will
be database driven with dynamic abilities like small personalization (providing
that the information is in the lead lists). The use of flash will increase the
level of effectiveness on this email marketing campaign thus increasing the
number of leads for Bentley Mortgage.

        - Create a mass email program to send Flash emails

        - Build flash emails

PROJECT TIMELINE

Project timeline will be dependent upon client satisfaction of completed project

                                       2



<PAGE>




                    WEB SHE DEVELOPMENT AND LICENSE AGREEMENT

         This Web Site Development and License Agreement is made and entered
into as of this 31 day of January 2002 (the "Agreement"), by and between
Bottomline Online, Inc., a Utah company ("Developer"} and American Financial
Services of North America. ("Customer").

                                     Recital

         Customer desires to engage Developer to design, develop, create, and
test a Web Site (as defined below), and Developer desires to undertake such
engagement, all on the terms and conditions set forth in this Agreement.

                                   AGREEMENTS

         NOW, THEREFORE, in consideration of the mutual promises set forth in
this Agreement, and intending to be legally bound hereby, the parties agree as
follows:

1. DEFINITIONS.

          1.1 Certain Defined Terms. The following capitalized terms, when used
in this Section 1 and elsewhere in this Agreement, shall have the meanings set
forth below (such terms to be applicable equally to the singular and plural
forms thereof):

         "Acceptance" has the meaning set forth in Section 5.1 of this
Agreement.

          "Affiliates" means with respect to any entity, any other person or
entity controlling, controlled by, or under common control with, such entity.
For purposes of this definition, "control" means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of an entity, whether through the ownership of voting securities or
voting interests, by contract or otherwise.

         "Agreement" means this Web Site Development and License Agreement and
the Exhibits attached hereto as the same may be amended from time to time in
accordance with the terms set forth herein.

         "Change Order" has the meaning set forth in Section 4 of this
Agreement.

         "Confidential Information" has the meaning set forth in Section 12 of
this Agreement.


         "Content" means all materials, content and data provided by Customer to
Developer from time to time under this Agreement for incorporation into the Web
Site, and all materials, content and data posted to the Web Site by Customer's
authorized representatives during the term of this Agreement, including but not
limited to, in either case, text, graphics, or materials generated in any form
or media.



<PAGE>






         "Customer Liaison" has the meaning set forth in Section 2.2 of this
Agreement.

          "Customer Marks" means any trademarks, trade names, service marks, or
logos owned, controlled, or licensed by Customer or its affiliates.

         "Developer Software" means all software owned by Developer that is
deployed by Developer in connection with the Web Site.

         "Development Fees" has the meaning set forth in Section 8.1 of this
Agreement.

         "Documentation" means the written or electronic documentation provided
by Developer to Customer with respect to the Web Site and the Developer
Software.

         "HTML" means the series of commands for formatting Web Pages known as
HyperText Markup Language, and shall include any current and future extensions
thereto.

         "Internet" means the world-wide network of computers commonly
understood to provide some or all of the following features, among others:
electronic mail, file transfers through File Transfer Protocol, Telnet access to
local and remote computers, UseNet Newsgroups, Gopher access to information on
local and remote computers, Wide Area Information Servers, and World Wide Web
access.

         "Licensed Software" means all Developer Software and Third Party
Software.

         "Patches" has the meaning set forth in Section 6.4 of this Agreement.

          "Project Specifications" means the specifications for the Web Site set
forth in Exhibit A attached hereto and made a part hereof.

          "Project Timeline" means the schedule for the development of the Web
Site as set forth in Exhibit A attached hereto and made a part hereof.

          "Third Party Software" means software owned by a third party that is
deployed by Developer in connection with the Web Site.

         "Upgrades" has the meaning set forth in Section 6.4 of this Agreement.

          "User Information" means personally identifiable information of Users
provided by Users through the Web Site.

          "Users" means those persons who are authorized by Customer to access
the Web Site over the Internet.

          .'Web Page" means a document or file that is formatted using HTML and
that is intended to be accessible over the Internet with a Web Browser.

                                        2



<PAGE>




          "Web Site" means the series of interconnected Web Pages residing on
the Web Server used by Customer.

          1.2 Interpretation of Terms. As used in this Agreement, unless the
context clearly indicates otherwise, (a) the masculine, feminine, or neuter
gender and the singular or plural number shall be considered to include their
related counterparts, (b) the words "including," "include" and "includes" are
not limiting, and the word "or" is not exclusive, (c) the capitalized terms
"Section" refers to sections of this Agreement, and (d) references to a
particular Section includes all subparts thereof.

2. DEVELOPMENT OF WEB SITE

          2.1 Project Specifications: Project Timeline. Developer shall design
and develop the Web Site in substantial conformance with the Project
Specifications and the Project Timeline.

          2.2 Customer Liaison. Customer shall designate a representative whose
duties will be to act as liaison between Customer and Developer during the
design and development of the Web Site (the "Customer Liaison"). Developer shall
be entitled to rely on the Customer Liaison in connection with Customer's input
and Acceptance relating to the Web Site.

3. RESPONSIBILITIES OF CUSTOMER

          3.1 Content. Customer shall provide, at no cost to Developer all
informational content and data required to design, implement, and operate
software applications accessible through the Web Site, including databases,
database applications, and all other applications or services defined in the
Project Specifications.

          3.2 Other Responsibilities. Customer shall provide all materials,
services, and/or other human, data, equipment, software and other resources as
specified in the Project Specifications.

          3.3 Failure to Fulfill Responsibilities. Delay or failure by Customer
to deliver the Content may result in an adjustment to the Project Specifications
or a delay in respect of the Project Timeline or both for delivery of the Web
Site, and shall release Developer from its obligations with regard thereto, but
only to the extent that Developer is adversely affected by such Customer delay
or failure.

4. CHANGE ORDERS.

         Changes in this Agreement or in any of the Project Specifications under
this Agreement shall become effective only when a written change request is
executed by an authorized officer of Customer and Developer la "Change Order").
Developer shall not decline any change requests that increase the cost or
magnitude of performance, provided that the changes are reasonable in scope and
a commensurate increase in compensation is agreed upon by the parties.

                                        3



<PAGE>




 5.     ACCEPTANCE; PROCEDURE.

          5.1 Upon the completion of the development and installation of the Web
Site. Customer shall have 10 business days to examine and review the Web Site to
determine to its reasonable satisfaction whether the Web Site has been
successfully designed and installed in compliance with the Project
Specifications. Customer may, within such 10 business day period, provide
written notice to Developer of any deficiencies or variances from the Project
Specifications. Developer shall have 30 calendar days in which to remedy such
deficiencies or variances from the Project Specifications. Such procedure may be
repeated until the Web Site substantially conforms to the Project
Specifications. Customer may then either (a) provide written notice of
acceptance 1"Acceptance") within 10 business days of Developer's submission of a
modified Web Site, or (b) terminate this Agreement in accordance with Section
9.2 of this Agreement.

          5.2 If Customer does not provide written notice of any deficiencies or
variances within the 10 business day period referenced in Section 5.1, then
Customer shall be deemed to have given its Acceptance of the Web Site.

6.

GRANT Of LICENSES.

6.1 Grant of License for Licenses Software.

                  (a) During the term of this Agreement, Developer grants to
Customer the non-exclusive and non-transferable right to use all Licensed
Software incorporated or accessible therein and the Documentation.

                  (b) Except as otherwise provided in this Agreement, Customer
shall not be entitled, without the written consent of Developer, to use the
Licensed Software other than for its own internal business purposes. In
addition, except as otherwise provided in this Agreement, Customer shall not:

                          (i) Remove any product identification, copyright,
trademark, service mark or other notices from the Licensed Software or the
Documentation;

                          (ii) Modify, adapt, translate, or create derivative
works based upon, in whole or in part, the Licensed Software: or

                          (iii) Decompile, disassemble, or otherwise reverse
engineer or attempt to reconstruct or discover for permit any third party to
decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct
or discover) any source code or underlying ideas, algorithms, file formats, or
programming or interoperability interfaces of the Licensed Software or any files
contained in or generated using the Licensed Software.

          6.2 License to the Content. Subject to the termination provisions
contained in this Agreement, Customer hereby grants to Developer a nonexclusive,
nontransferable license for use on the Web Site only, to use and display the
Content, including a license under any copyrights relating to such Content.

                                        4



<PAGE>




6.3 License to Customer Marks.
    -------------------------

                  (a) Subject to the termination provisions contained in this
Agreement, Customer hereby grants to Developer, for use in the Web Site only, a
nonexclusive, non-transferable, fully paid up and royalty free license, to any
Customer Marks used or contained in the Web Site. Developer hereby acknowledges
and agrees that ail usage of any Customer Marks shall inure solely to the
benefit of Customer and shall not create in Developer any right, title or
interest of any kind whatsoever in such Customer Marks.

                  (b) following limitations:

The license granted in Section 6.3(a) is subject to the

                          (i) In the event that Developer proposes to use a
Customer Mark, Developer shall so notify Customer, provide Customer with the
opportunity for prior review of Customer Mark usage, and obtain the written
approval of Customer for such uses, such approval not to be withheld or delayed
unreasonably.

                          (ii) Use of the Customer Mark by Developer shall inure
to the benefit of Customer, and Developer shall not assert or claim any interest
in or do anything that may adversely affect the validity or enforceability of
any such Customer Mark.

                          (iii) Developer shall identify Customer as the
proprietor of the Customer Mark by the use of a notice as and where specified by
Customer.

                          (iv) Developer will comply with all statutes and
regulations pertaining to the Customer Marks and their use.

                          (v) Developer will convey. without compensation, any
rights to the Customer Mark of Customer acquired by Developer.

          6.4 Patches; Upgrades. During the term of this Agreement, Developer
may provide new releases of the Developer Software and upgrade the Web Site in
order to implement problem corrections ("Patches"). Developer shall provide
Patches as necessary from time to time without additional charge during the term
of this Agreement. Developer and Customer agree to negotiate in good faith
concerning the terms for providing Customer with any new versions of the
Developer Software or any upgrades to the Web Site that add new features or
functionality ("Upgrades").

          6.5 Reporting. If Customer believes that there is an error with
respect to the Web Site or the Developer Software, Customer shall notify
Developer promptly, describing the error in such detail as is reasonably
necessary for Developer to investigate such error.

          6.6 Service Outside Scope of Support. If Developer can demonstrate
that any reported error was due to improper use of the Web Site or the Developer
Software by Customer or Users, then Developer shall have the right to charge
Customer for such services, at Developer's then-current hourly rates, plus
reasonable travel, board. and lodging expenses incurred in connection with the
provision of any assistance at Customer's offices.

7. TRAINING

         At Customer's request, Developer shall provide initial training with
respect to the Developer Software and the Web Site to ensure that Customer can
properly operate the Web Site and make modifications as necessary. If additional
training is desired, it will be provided on such terms and for such fees as
shall be mutually agreed upon by Developer and Customer.

8. PAYMENTS; TAXES.

          8.1 Development Fees. In consideration for its development services
under this Agreement, Customer shall pay to Developer the following amounts: to)
Three Thousand Dollars f$3,000) upon execution of this Agreement; (b) Four
Thousand Dollars ($4,000) upon completion and Acceptance of the Web Site
(collectively, "Development Fees". The Development Fees cover any and all costs
and expenses related to the "Design & Development of Web Site" as described on
Exhibit A.

          8.2 Taxes. Customer shall, in addition to the payments required
hereunder, pay all sales, use, transfer or other taxes, whether federal, state
or local, however, designated, which are levied or imposed by reason of the
transactions contemplated by this Agreement; excluding, however, income taxes
which may be levied against Developer. If Customer is exempt from any taxes,
Customer shall provide Developer with the necessary documentation required by
the taxing authority to sustain such an exemption.

9. TERM; TERMINATION.

          9.1 Term; Renewal. Unless earlier terminated pursuant to the
provisions of this Section 9, the term of this Agreement shall commence upon the
execution of this Agreement and shall continue until Developer has completed and
Customer has accepted the Web Site.

          9.2 Termination. This Agreement and the licenses granted herein may be
terminated prior to the expiration of its term as follows:

(at by the mutual written agreement of the parties;

                  (b) by Customer in the event that Developer fails to deliver
the Web Site in accordance with the Project Timeline, unless such failure is
related directly to Change Orders requested by Customer;

                  (c) by Customer. if Developer fails to perform any material
provision of this Agreement. or is in breach in any material respect of any
representation or warranty given to Customer in this Agreement, and does not
cure such failure or breach within a period of 5 days after receipt of written
notice specifying such failure; or

                                        6



<PAGE>




                  (d) by Developer, if Customer fails to perform any material
provision of this Agreement, or is in breach in any material respect of any
representation or warranty given to Developer in this Agreement, and does not
cure such failure or breach within a period of 5 days after receipt of written
notice specifying such failure.

         9.3 Effect of Termination. Upon the expiration or termination of this
Agreement:

                  (a) Developer immediately shall deliver to Customer all
Documentation and other data and information necessary for Customer to operate
or provide for the operation of the Web Site.

                  (b) The license for Customer Marks granted by Customer to
Developer above immediately shall terminate, and Developer immediately shall (i)
return to Customer all documents, data and other information related to Customer
Marks and (ii) cease the use of Customer Marks.

                  (c) Developer shall license to Customer all Licensed Software
necessary to operate the Web Site. Notwithstanding anything to the contrary in
this Agreement, Licensed Software under this Section 9.3(c) does not include
software used by a Web Site hosting company to perform its hosting services,
including "PHP" and "MY SQL."

                  (d) Developer shall, upon Customer's request, immediately
return to Customer all copies of Content, User Information and any other
Confidential Information of Customer in the possession or under the control of
Developer.

1 0. PROPRIETARY NIGHTS AND OWNERSHIP.

          10.1 Ownership by Developer. Except as otherwise specifically set
forth in the Project Specifications, Developer shall own all right, title and
interest in and to all Licensed Software used within the Web Site. Subject to
the rights of Customer to Licensed Software upon termination of this Agreement,
Customer acknowledges and agrees that all writings or works of authorship,
including, without limitation, content. design. software deliverables and other
software authored by Developer in the course of developing or operating the Web
Site for Customer, together with any copyrights on those writing or works of
authorship, are the sole property of Developer.

          10.2 Ownership by Customer. As between Customer and Developer,
Customer shall own all right, title and interest in and to the Content, Customer
Marks and User Information. Developer may make only such copies of the Content
and Customer Marks as may be necessary to perform the services under this
Agreement, including without limitation reasonable backup and archival copies.
Developer shall post on the Web Site any copyright notices or other notices
relating to the Content and Customer Marks, as instructed by Customer.

          10.3 Third Party Permissions Customer shall be responsible for
obtaining any permissions necessary to place the Customer Content and Customer
Marks on the Web Site. Except with respect to the Customer Content and Customer
Marks, Developer shall be responsible for obtaining any other rights, licenses.

                                        7



<PAGE>




clearances, releases or other permissions necessary for Customer to utilize the
Web Site.

1 1. INDEMNIFICATION.

          11.1 Intellectual Property Indemnification. Developer shall indemnify
and hold Customer harmless from and against any and all liabilities or damages
(including costs of litigation and reasonable attorneys' fees) arising from an
allegation that Customer's use of the Developer Software infringes any patent,
copyright, trademark, trade secret or other proprietary right of any third
party, and Developer agrees to pay all costs, fees and damages incurred by
Customer and/or its partners, affiliates, subsidiaries, agents and/or employees
in connection with any such claim or action. Customer may have its own counsel
participate in the defense of any such claim or action, provided that the costs
of such counsel shall be borne exclusively by Customer. Notwithstanding the
foregoing, Developer's obligations under this Section 11.1 shall not apply if
such claim arises from or in connection with lf) adherence to design
modifications, specifications, drawings, or written instructions which Developer
is directed by Customer to follow (unless Developer has actual knowledge that
adhering to Customer's direction will result in the infringement of the rights
of a third party and fails to inform Customer of that fact); (ii) any use of the
Customer Marks; or (iii) any Customer Content.

          11.2 Alternatives with respect to Infringement Claims. If a claim is
made or threatened with respect to the infringement of any patent, trademark,
copyright or intellectual property right with respect to the operation of the
Web Site or use of the Licensed Software, Developer may, at its expense and
option, either (i) procure the right to continue using the alleged infringing
portion of the Web Site or Licensed Software: (ii) replace the alleged
infringing portion of the Web Site or Licensed Software with non-infringing
items which are substantially similar in functionality; or (iii) modify the
alleged infringing portion of the Web Site or Licensed Software such that it is
non-infringing. If after having made good faith attempts, Developer is unable to
do any of the acts specified in clauses (i). (ii), and (iii) on commercially
reasonable terms. Developer may shut down the Web Site and refund to Customer
the unamortized portion of the Development Fees.

          11.3 Indemnification by Customer. Customer shall indemnify and hold
Developer harmless from and against any and all liabilities or damages
(including costs of litigation and reasonable attorneys' fees) arising from
claims made by third parties relating to: (i) adherence to design modifications,
specifications, drawings. or written instructions which Developer is directed by
Customer to follow; (ii) use of the Customer Marks; (iii) any Customer Content;
or (4) the Customer's use of the Web Site in the course of its business.

          11.4 Procedure. In the event of a claim by a third party, with respect
to which a party is entitled to indemnification hereunder, the party seeking
indemnification (the "Indemnified Party") shall notify the other party {the
"Indemnifying Party") as soon as practicable, but no later than 15 days after
receipt of notice of such claim; provided that a delay in or failure by the
Indemnified Party to provide such notice shall not relieve the Indemnifying
Party of its obligations under this Section, except to the extent that such
delay or

                                       8



<PAGE>




failure materially prejudices the Indemnifying Party's ability to defend such
claim. The Indemnifying Party, at its sole expense, shall promptly assume the
defense of such claim using counsel of its own choosing and reasonably
satisfactory to the Indemnified Party, and the Indemnified Party shall
reasonably cooperate with the Indemnifying Party in the defense of such claim,
including the settlement of the matter on the basis reasonably stipulated by the
Indemnifying Party (with the Indemnifying Party being responsible all costs and
expenses of such defense and settlement, including the reimbursement of the
Indemnified Party's reasonable out-of-pocket costs or expenses incurred in
providing information and assistance in connection therewith). Notwithstanding
the foregoing, if a conflict of interest exists vis-a-vis the interests of the
Indemnifying Party and the Indemnified Party, or the Indemnifying Party fails to
diligently defend the Indemnified Party, the Indemnified Party shall be entitled
to defend the claim with counsel of its own choosing at the expense of, for the
account of and at the risk of the Indemnifying Party; provided, however, that
the Indemnified Party shall engage counsel reasonably acceptable to the
Indemnifying Party, take reasonable steps to monitor and control the fees and
costs of counsel so chosen, and keep the Indemnifying Party reasonably informed
of the status of such defense, including any settlement proposals by the
claimant. In addition, the Indemnified Party may participate, in its sole
discretion, in any claim using its own counsel at its own expense.

 12.     CONFIDENTIALITY

         It is expected that each of Customer and Developer will disclose to the
other certain Confidential Information. Each party recognizes the claim of the
other party to the value and importance of the protection of the other party's
Confidential Information. Except as provided in this Agreement, all Confidential
Information of either party shall remain the property of such party. No party
shall disclose to any person or entity any Confidential Information of the other
party, except (i) with the written consent of the other party, or (ii) to the
extent necessary to comply with applicable law, in which event the party making
such disclosure shall so notify the other party as promptly as practicable (and,
if possible, prior to making such disclosure) and shall seek confidential
treatment of such information. No party shall use, nor permit any of its
employees, agents or other related parties to use, any Confidential Information
of the other party for any purpose other than the purposes of this Agreement.
Each party shall return all copies, transcriptions, or other reproductions of,
and any notes relating to, the Confidential Information of the other party, to
such other party, upon either (A) the accomplishment of the purpose for which
the Confidential Information was provided, or (B) the expiration or termination
of this Agreement. For purposes of this Agreement, "Confidential Information"
means any proprietary information, whether written or oral, pertaining to the
business, financial condition, strategies, plans, policies, clients or
customers, inventions, client database, investor contacts, trade secrets,
computer programs, or processes of the disclosing party that is furnished or
disclosed by one party to the other, or to their respective recipients and, in
the case of written information, is conspicuously marked proprietary or
confidential or bears a marking of like import, or, in the case of information
provided orally, is stated to be proprietary or confidential at the time of
disclosure, or, in the case of either written or oral information which is not
so marked or stated to be proprietary or confidential, would nonetheless
logically be considered proprietary or confidential under the circumstances of
its

                                        9



<PAGE>




disclosure. Notwithstanding anything herein to the contrary, information shall
not be deemed to be "Confidential Information" if it (1) becomes known to the
receiving party or its affiliates without any such restriction as the result of
disclosures by a third party which has the right to make such disclosure, or (2)
is already known to the receiving party or its affiliates at the time of receipt
as evidenced by written records made prior to such receipt, or (3) is
independently developed or formulated by the receiving party or its affiliates,
or (4) otherwise is or becomes generally available to the public through no
fault of the receiving party or its affiliates. For purposes of this Section 12,
references to Customer shall include Customer and its Affiliates.

1 3. REPRESENTATIONS AND WARRANTIES.

          13.1 Developer's Representations and Warranties. Developer represents
and warrants that: (i) the Web Site will operate in conformance in all material
respects with the Project Specifications; (ii) to the best of Developer's
knowledge, Developer is the owner or otherwise has the right to use and
distribute all materials and methodologies used in connection with providing the
services under this Agreement; (iii) to the best of Developer's knowledge, any
software and materials used by Developer in fulfilling its obligations under
this Agreement (except the Customer Content and Customer Marks) do not infringe
upon any copyright, patent, trade secret, contract right or other third party
right; (iv) to the best of Developer's knowledge, the Web Site shall not contain
any Trojan horses, worms or viruses, provided that the Customer Content contains
no such viruses; and (v) Developer will comply in all material respects with all
applicable federal, state and local laws and regulations in the performance of
its obligations under this Agreement. Developer does not warrant that the
functions contained in the Web Site will meet Customer's requirements or that
the operation of the Web Site will be uninterrupted or error-free or that all
errors will be corrected.

          13.2 Customer's Representations and Warranties. Customer represents
and warrants that: lf) to the best of Customer's knowledge, the Customer Content
and Customer Marks do not now and will not infringe upon any copyright, patent,
trademark, trade secret, contract right or other third party right; (fit all
obligations to third parties assumed by Customer with respect to the activities
contemplated to be undertaken by Customer pursuant to this Agreement or in
connection with Customer's use of the Web Site are or will be fully satisfied by
Customer so that Developer will not have any obligations with respect thereto;
(iii) to the best of Customer's knowledge, the Customer Content shall not
contain any "Trojan horses," "worms" or "viruses" nor permit any other
unauthorized access to the Web Site: and (iv) Customer will comply in all
material respects with all applicable federal, state and local laws and
regulations in the performance of its obligations hereunder.

         13.3 Third Party Software. DEVELOPER MAKES NO WARRANTY REGARDING THE
THIRD PARTY SOFTWARE. Developer shall pass through to Customer. to the extent
permitted by its licensers, any warranties provided to Developer by its
licensers for the Third Party Software.

         13.4 General Disclaimer of Warranties. EXCEPT AS STATED IN THIS SECTION
13, DEVELOPER MAKES NO WARRANTIES REGARDING THE WEB SITE OR THE LICENSED
SOFTWARE, AND EXPRESSLY DISCLAIMS THE WARRANTIES OF FITNESS FOR

                                       10



<PAGE>




A PARTICULAR PURPOSE OR MERCHANTA81LITY, AND ANY OTHER WARRANTY, EXPRESS OR
IMPLIED.

14. REMEDIES; LIMITATIONS OF LIABILITY

          14.1 Remedies. Developer's entire liability and Customer's exclusive
remedy relative to any breach of the representations and warranties set forth in
Sections 13.1 and 13.3 above shall be for Customer. at its option, to either (i)
request that Developer attempt to cure any such breach which prevents the Web
Site from substantially performing as described in the Project Specifications;
or (ii) terminate this Agreement in accordance with Section 10.2 of this
Agreement.

          14.2 Disclaimer of Consequential Damages: Limitation of Liability. IN
NO EVENT SHALL DEVELOPER OR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE DESIGN,
DEVELOPMENT, OR ESTABLISHMENT OF THE WEB SITE OR THE DEVELOPMENT OF THE
DOCUMENTATION BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL
DAMAGES, LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF GOODWILL, CAUSED BY OR
ARISING OUT OF PERFORMANCE OR NONPERFORMANCE OF THIS AGREEMENT OR FROM
CUSTOMER'S USE OR INABILITY TO USE THE WEB SITE OR THE LICENSED SOFTWARE, EVEN
IF DEVELOPER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. ANY
DAMAGES THAT DEVELOPER MAY BE REQUIRED TO PAY FOR ANY AND ALL CAUSES ARISING OUT
OF OR RELATING TO THIS AGREEMENT OR THE SERVICES PROVIDED HEREUNDER, WHETHER FOR
NEGLIGENCE, BREACH OF CONTRACT, BREACH OF WARRANTY OR OTHERWISE, REGARDLESS OF
THE FORM OF ACTION, SHALL, IN THE AGGREGATE, BE LIMITED TO THE PAYMENTS MADE BY
CUSTOMER PURSUANT TO THIS AGREEMENT.

15. ARBITRATION; GOVERNING LAW.

          15.1 Disputes. In the event of any dispute, claim, question or
disagreement arising from or relating to this Agreement or the breach thereof,
the parties shall use their best efforts to settle the dispute, claim, question
or disagreement. To this effect, the parties shall consult and negotiate with
each other in good faith and, recognizing their mutual interests, attempt to
reach a just and equitable solution satisfactory to both parties. If the parties
do not reach such solution within a period of 60 days, then, upon notice by
either party to the other, all disputes, claims, questions or disagreements,
including, but not limited to, disputes regarding the interpretation or
application of this Section 15.1, shall be finally settled by binding
arbitration administered by the American Arbitration Association in accordance
with its Commercial Arbitration Rules then in effect, except as such rules may
be modified by this Section 15.1. The arbitration shall take place before a
panel of three arbitrators, one chosen by each of Customer and Developer, and
the third, who shall act as chair of the arbitral panel, selected by the two
arbitrators so chosen. The place of arbitration shall be Salt Lake City, Utah.
Within 60 days of the date of arbitration, each party shall provide to the other
the documents it intends to use in the arbitration and a list of witnesses that
it intends to call. The arbitral panel shall issue a written opinion, which
shall be final and binding, absent manifest error in the understanding of the
facts or the application of the law. Judgment upon the award may be entered in
any court having jurisdiction thereof. The arbitrator shall have the authority
to award any remedy or relief that a court of the State of

                                       11



<PAGE>




Utah could order or grant, including, without limitation, specific performance
of any obligation created under this Agreement, the issuance of an injunction,
or the imposition of damages las limited herein).

          15.2 Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Utah, without regard to the
conflicts of laws principles thereof. The United Nations Convention on Contracts
for the International Sale of Goods shall not apply to this Agreement.

1 6. GENERAL TERMS AND CONDITIONS.

          16.1 Relationship. This Agreement does not make either party hereto
the employee, agent or legal representative of the other party for any purpose
whatsoever. Neither party hereto is granted any right or authority to assume or
to create any obligation or responsibility, express or implied. on behalf of or
in the name of the other party. In fulfilling its obligations pursuant to this
Agreement, each party hereto shall act as an independent contractor.

          16.2 Employees. Each of Customer and Developer recognizes that the
employees, consultants and contractors of each party. and their loyalty and
service to each party, constitute a valuable asset of each party. Accordingly,
each party hereby agrees not to directly or indirectly employ or otherwise
engage, or attempt to employ or otherwise engage, in or on behalf of itself or
any of its affiliates, any person who is employed or engaged or who is during
the term of this Agreement employed or engaged as an employee, consultant or
contractor of the other or any of its affiliates.

          16.3 Export. Customer agrees to comply with all export laws,
restrictions, national security controls and regulations of the United States or
other applicable foreign agency or authority, and not to export or re-export, or
allow the export or re-export of the Developer Software or any Confidential
Information of Developer.

          16.4 Nonexclusive Agreement. The parties agree that nothing in this
Agreement shall restrict either party in any way from entering into arrangements
similar to this Agreement with third parties. Without limiting the generality of
the foregoing, Customer acknowledges Developer's right to market its services or
to develop and license software for other customers as long as such software
does not include Customer Content, Customer Marks or Confidential Information of
Customer.

          16.5 Restricted Rights. The Developer Software and the Documentation
were developed at private expense and are provided with RESTRICTED RIGHTS. Any
use, duplication or disclosure by or for an agency of the United States
Government shall be subject to the restricted rights applicable to commercial
computer software under FAR Clause 52.227-19 or DEARS Clause 252.227-7013 or any
successor rule or regulation.

          16.6 Assignment. Customer shall not assign or otherwise transfer any
of its rights or obligations under this Agreement without the prior written
consent of Developer, provided that Customer may assign this Agreement to an
Affiliate

                                       12



<PAGE>




upon notice to Developer. Subject to the foregoing limitation, this Agreement
shall inure to the benefit of and shall be binding on the successors of the
parties.

          16.7 Notices. All notices, reports, records, or other communications
which are required or permitted to be given to the parties under this Agreement
shall be given in writing and delivered in person, by overnight courier, by
facsimile or by certified mail, first-class postage prepaid, return receipt
requested, to the receiving party at the following address:

If to Customer to:

         Attn:     David Mettle
                   American Financial Services
                   5808 South 900 East Suite B
                   Salt Lake City, Utah 84121

If to Developer to:

         Attn:     Tony Graf
                   Bottomline Online, Inc.
                   1060 East Budlea Drive
                   Sandy, Utah 84094

or to such other address as such party may have given to the other by notice
pursuant to this Section. Notice shall be deemed given on the date of delivery,
in the case of personal delivery, on the date of confirmed transmission, if by
facsimile, or on the delivery or refusal date, as specified on the return
receipt, in the case of overnight courier or certified mail.

          16.8 Expenses. All legal and other expenses incurred in connection
with the drafting and negotiation of this Agreement and the transactions
contemplated hereby shall be paid by the party incurring such expenses.

          16.9 Entire Agreement. This Agreement (together with the Exhibits
hereto, which are hereby incorporated by this reference) constitutes the entire
agreement between the parties relating to the subject matter hereof. All prior
or contemporaneous agreements, whether written or oral, among the parties or
their agents and representatives relating to the subject hereof are merged into
this Agreement.

          16.10 Severability. If any term or provision of this Agreement shall,
to any extent, be determined to be invalid or unenforceable by a court or body
of competent jurisdiction, the remainder of this Agreement shall not be affected
thereby, and each term and provision of this Agreement shall be valid and
enforceable to the fullest extent permitted by law.

          16.11 Waiver. The failure of one of the parties to insist upon the
strict performance of any provision of this Agreement or to exercise any right,
power, or remedy upon a breach thereof shall not constitute a waiver of that or
any other provision of this Agreement or limit that party's right thereafter to
enforce any provision or exercise any right.

                                       13



<PAGE>




          16.12 Captions. All captions contained in this Agreement are for
convenience only and shall not be deemed to be part of this Agreement.

          16.13 Counterparts: Facsimile Signatures. This Agreement may be
executed in any number of counterparts, each of which shall constitute an
original as against the party whose signature appears thereon, and all of which
taken together shall constitute one and the same instrument. This Agreement
shall become binding when one or more counterparts, individually or taken
together, shall bear the signatures of both parties to this Agreement. Delivery
of an executed signature page of this Agreement by facsimile transmission shall
constitute effective and binding execution and delivery of the instrument to
which such signature page relates.

         The parties hereto have caused this Agreement to be executed as of The
date first written above.

                                    CUSTOMER:

                                    AMERICAN FINANCIAL SERVICES OF
                                    NORTH AMERICA

                                    By:  /s/ Craig Van Leeuwen
                                    Name:  Craig Van Leeuwen
                                    Title: Pres.


                                    DEVELOPER:

                                    B0TTOMLINE ONLINE

                                    By:  /s/ Jon Middleton
                                    Name:  Jon Middleton
                                    Title: CTO


                                       14



<PAGE>




                                    EXHIBIT A
                                       TO
                   WEB SITE DEVELOPMENT AND LICENSE AGREEMENT

                             DATED ______ ___. 2002

PROJECT SPECIFICATIONS

Design & Development of Web Site

         Bottomline Online. Inc. will build the following website application
fro American Financial Services of North America (AFSNA). This application will
incorporate the following features:

Protect Scope

We will build a website and web marketing infrastructure to accomplish the
following tasks:

-    Provide an enhanced front end website that is appealing and effective that
     is geared towards creating a look and feel similar to that of the existing
     product's website

-    Build a functional and efficient shopping cart that maintains the look and
     feel of the website

-    Create a Flash email which will be used to drive traffic to the website,
     and track the amounts of hits lo gauge the effectiveness of the campaign

-    Main Website
         The main website will be a full e-commerce web site designed to sell
debt management software. The site will have a functional layout designed to
achieve the maximum number of sales based in proportion to the number of hits
the site receives. We will utilize stable database programming to create a
secure shopping cart system that is fast and efficient. We will use appealing
graphics and a quality layout to entice the site visitors to purchase the
software. We will incorporate sales pitches provided by AFS to enhance the sales
volume of the site.

- Email Marketing
         We will create a Flash email that will be used to generate traffic to
the site and geared towards informing while capturing the attention of the
viewers of this email to purchase the software and to also promote the use of
the debt analyzing software.

PROJECT TIMELINE
Project timeline will be two weeks from contract date.



<PAGE>




                          General Powers of Attorney

1.       February 25, 2002 - Gregory Graf appointing Tony Graf

2.       February 25, 2002 - Israel Curtis appointing Tony Graf

3.       February 25, 2002 - Rob Aagaard appointing Tony Graf

4.       February 25, 2002 - Matthew Thopley appointing Tony Graf

5.       February 25, 2002 - John A. Middleton, M.D. appointing Tony Graf

6.       February 26, 2002 - DPS, Inc. appointing Tony Graf

7.       February 26, 2002 - John Lewis Gilmer appointing Tony Graf

8.       February 26, 2002 - Amber Robert appointing Tony Graf

9.       February 26, 2002 - Jared J. Robert appointing Tony Graf

10.      February 26, 2002 - Jon Middleton appointing Tony Graf



<PAGE>




General Power of Attorney

1. Appointment of Attorney-In-Fact

         Know all men by these presents that I, Gregory Graf make, constitute,
and appoint Tony Graf, residing in Sandy, Utah, to be my lawful Attorney-In-Fact
for me and to do any and all acts that I could do if personally present.

2. No Limitation on Attorney-In-Fact's Powers

         I intend to give my Attorney-In-Fact the fullest powers possible and do
not intend, by the enumeration of his powers to limit or reduce them in any
fashion.

3. Enumeration of Attorney-In-Fact's Powers

         Among the powers granted to my Attorney-In-Fact are: dealing as a
Stockholder of Bottomline Online Inc. for the period of February 25, 2002 to
March 30, 2002.

4. Sell, Transfer, or Purchase Securities

         To purchase, sell, or transfer stocks and bonds of any kind in my name
or that of my Attorney-In Fact and to execute and deliver any instruments
required in connection with the purchase, sale, or transfer.

5. As a Stockholder Consent

         I, as a stockholder of Bottomline Online Inc. give my approval of the
stock exchange of Bottomline Online Inc., for Category 5 stocks. By undersigned
as stockholder of Bottomline Online Inc., hereby appoint Tony Graf, as attorney
and proxy, with power of substitution and revocation, to represent at any
Stockholder Meeting concerning Bottomline Online Inc. Furthermore, I will give
all the power of attorney to Tony Graf to represent me in any way to make the
decisions regarding this transaction with Category 5.

6. Release of any Responsibility -

         I hereby release all liability of Bottomline Online Inc., hold them
harmless of any obligation they owe to me directly or indirectly.

  In witness of this, I have set my hand and seal the Date of 2-25-02


-------------------------------------------------
Principal Stockholder

-------------------------------------------------
Witness

-------------------------------------------------
Witness


<PAGE>




General Power of Attorney

1. Appointment of Attorney-In-Fact

         Know all men by these presents that I, Israel Curtis make, constitute,
and appoint Tony Graf, residing in Sandy, Utah, to be my lawful Attorney-In-Fact
for me and to do any and all acts that I could do if personally present.

2. No Limitation OF Attorney-In-Fact's Powers

         I intend to give my Attorney-In Fact the fullest powers possible and do
not intend, by the enumeration of his powers to knit or reduce them in any
fashion.

3. Enumeration of Attorney-In-Fact's Powers

         Among the popovers Wanted to my Attorney-In Fact are: dealing as a
Stockholder of Bottomline Online Inc. for the period of February 25, 2002 to
Much 30, 2002.

4. Sell, Transfer, or Purchase Securities

         To purchase, sell, or transfer stocks and bonds of any kind in my name
or that of my Attorney-In Fact and to execute and deliver any instruments
required in connection with the purchase, sale, or transfer.

5. As a Stockholder Consent

         I, as a stockholder of Bottomline Online Inc. give my approval of the
stock exchange of Bottomline Online Inc., for Category 5 stocks. By undersigned
as stockholder of Bottomline Online Inc., hereby appoint Tony Graf, as attorney
and proxy, with power of Con and revocation, to represent at any Stockholder
Meeting concerning Bottomline Online Inc. Furthermore, I will give all the power
of attorney to Tony Graf to represent me in any way to make the decisions
regarding this transaction with Category 5.

6. Release of any Responsibility

         I hereby release all liability of Bottomline Online Inc.; hold them
homeless of any obligation they owe to me directly or indirectly.

 In witness of this, I have set my hand and seal the Date of  2/25/02


/s/ Israel Curtis
-------------------------------------------------
Principal Stockholder

/s/ Jon Middleton
-------------------------------------------------
Witness

/s/
-------------------------------------------------
Witness




<PAGE>


General Power of Attorney

1. Appointment Attorney-In-Fact

         Know all men by these presents that I, Rob Aagaard make, constitute,
and appoint Tony Graf, residing in Sandy, Utah, to be my lawfu1 Attorney-In-Fact
for me and to do any and all acts that I could do if personally present.

2.

No Limitation on Attorney-In-Fact's Powers

         I intend to give my Attorney-In-Fact the fullest powers possum and do
not intend, by the enumeration of his powers to knit or reduce them in any
fashion.

3. Enumeration of Attorney-In-Fact's Powers

         Among the powers granted to my Attorney-In-Fact are: dealing as a
Stockholder of Bottomline Online Inc. for the period of February 25, 2002 to
March 30, 2002.

4. Sell, Transfer, or Purchase Securities

         To purchase, sell or transfer stocks and bonds of any kind in my name
or that of my Attorney-In Fact and to execute and deliver any instruments
required in connection with the purchase, sale, or transfer.

5. As a Stockholder Consent

         I, as a stockholder of Bottomline Online Inc. give my approval of the
stock exchange of Bottomline Online Inc., for Category 5 stocks. By undersigned
as stockholder of Bottomline Online Inc., hereby appoint Tony Graf, as attorney
and proxy, with power of substitution and revocation, to represent at any
Stockholder Meeting concerning Bottomline Online Inc. Furthermore, I will give
all the power of attorney to Tony Graf to represent me in any way to make the
decisions regarding this transaction with Category 5.

In witness of this, I have set my hand and seal the Date of 2/25/2002

/s/ Rob Aagaard
-------------------------------------------------------
 Principal / Stockholder

/s/ Jon Middleton
-------------------------------------------------
Witness

/s/ Matthew Thopley
-------------------------------------------------
Witness


<PAGE>




                            General Power of Attorney

1.       Appointment of Attorney-In-Fact

         Know all men by these presents that I, Matthew Thopley make,
constitute, and appoint Tony Graf, residing in Sandy, Utah, to be my lawful
Attorney-In-Fact for me and to do any and all acts that I could do if personally
present.

2.       No Limitation on Atton~ey-ln-Fact's Powers

         I intend to give my Attorney-In-Fact the fullest powers possible and do
not intend, by the enumeration of his powers to limit or reduce them in any
fashion.

3.       Enumeration of Attorney-In-Fact's Powers

         Among the powers granted to my Attorney-In Fact are: dealing as a
Stockholder of Bottomline Online Inc. for the period of February 25, 2002 to
March 30, 2002.

4.       Sell, Transfer, or Purchase Securities

         To purchase, sell, or transfer stocks and bonds of any kind in my name
or that of my Attorney-In Fact and to execute and deliver any instruments
required in connection with the purchase, sale, or transfer.

5.       As a Stockholder Consent

         I, as a stockholder of Bottomline Online Inc. give my approval of the
stock exchange of Bottomline Online Inc., for Category 5 stocks. By undersigned
as stockholder of Bottomline Online Inc., hereby appoint Tony Graf, as attorney
and proxy, with power of substitution and revocation, to represent at any
Stockholder Meeting conceding Bottomline Online Inc. Furthermore, I will give
all the power of attorney to Tony Graf to represent me in any way to make the
decisions regarding this transaction with Category 5.

In witness of this, I have set my hand and seal the Date of  2/25/02

/s/ Matthew Thopley
-------------------------------------------------------
 Principal / Stockholder

/s/
-------------------------------------------------
Witness

/s/ Jon Middleton
-------------------------------------------------
Witness



<PAGE>




                            General Power of Attorney

1. Appointment of Attorney-In-Fact

         Know all men by these presents that I, Jon A. Middleton M.D. make,
constitute, and appoint Tony Graf, residing in Sandy, Utah, to be my lawfu1
Attorney-In Fact for me and to do any and all acts that I could do if personally
present.

2. No Limitation on Attorney-In-Fact's Powers

         I intend to give my Attorney-In-Fact the fullest powers possible and do
not intend, by the enumeration of his powers to limit or reduce them in any
fashion.

3. Enumeration of Attorney-In-Fact's Powers

         Among the powers granted to my Attorney-In Fact are: dealing as a
Stockholder of Bottomine Online Inc. for the period of February 25, 2002 to
March 30, 2002.

4. Sell, Transfer, or Purchase Securities

         To purchase, sell, or transfer stocks and bonds of any kind in my name
or that of my Attorney-In Fact and to execute and deliver any instruments
required in connection with the purchase, sale, or transfer.

5. As a Stockholder Consent

         I, as a stockholder of Bottomline Online Inc. give my approval of the
stock exchange of Bottomline Online Inc., for Category 5 stocks. By undersigned
as stockholder of Bottomline Online Inc., hereby appoint Tony Graf, as attorney
and proxy, with power of substitution and revocation, to represent at any
Stockholder Meeting concerning Bottomline Online Inc. Furthermore, I will give
all the power of attorney to Tony Graf to represent me in any way to make the
decisions regarding this traction with Category 5.

6. Release of any Responsibility

         I hereby release all liability of Bottomline Online Inc.; hold them
harmless of any obligation they owe to me directly or indirectly.

In witnes of this, I have set my hand and seal the Date of Februrary 25, 2002

/s/ Jon Middleton M.D.
-------------------------------------------------------
 Principal / Stockholder

/s/ Jon Middleton
-------------------------------------------------
Witness

/s/ Colleen R. Middleton
-------------------------------------------------
Witness






<PAGE>


                            General Power of Attorney

1. Appointment of Attorney-In-Fact

         Know all men by these presents, that I, as President of DPS Inc. make,
constitute, and appoint Tony Graf, residing in Sandy, Utah, to be our lawful
Attorney-In-Fact for DPS Inc., and to do any and all acts that I as the
President could do if personally present.

2. No Limitation on Attorney-In-Fact's Powers

         DPS Inc., intend to give the Attorney-In-Fact the fullest powers
possible and do not intend, by the enumeration of his powers to limit or reduce
them in any fashion.

3. Enumeration of Attorney-In-Fact's Powers

         Among the powers granted to the Attorney-In-Fact are: dealing as a
Stockholder of Bottomline Online Inc. for the period of February 25, 2002 to
March 30, 2002.

4. Sell, Transfer, or Purchase Securities

         To purchase, sell, or transfer stocks and bonds of any kind in my name
or that of my Attorney-In Fact and to execute and deliver any instruments
required in connection with the purchase, sale, or transfer.

5. As a Stockholder Consent

         DPS Inc., as a stockholder of Bottomline Online Inc. give our approval
of the stock exchange of Bottomline Online Inc., for Category 5 stocks. By
undersigned as stockholder of Bottomline Online Inc., hereby appoint Tony Graf,
as attorney and proxy, with power of substitution and revocation, to represent
at any Stockholder Meeting concerning Bottomline Online Inc. Furthermore, DPS
Inc., will give all the power of attorney to Tony Graf to represent us in any
way to make the decisions regarding this transaction with Category 5.

6. Release of any Responsibility -

         DPS Inc., hereby release all liability of Bottomline Online Inc., hold
them harmless of any obligation they owe to us directly or indirectly.

In witness of this, DPS have set my hand and seal the Date of Feb 26, 2002

/s/
-------------------------------------------------------
 President of DPS Inc., -Principal / Stockholder of Bottomline Online Inc.

/s/
-------------------------------------------------
Witness

/s/ Jon Middleton
-------------------------------------------------
Witness




<PAGE>


                            General Power of Attorney
                       {tc \11 "General Power of Attorney}

1. Appointment of Attorney-In-Fact

        Know all men by these presents that l, John Lewis Gilmer make,
constitute, and appoint Tony Graf residing in Sandy, Utah to be my lawful
Attorney-In-Fact for me and to do any and all acts that I could do if personally
present.

2. No Limitation on Attorney-In-Fact's Powers

        I intend to give my Attorney-In-Fact the fullest powers possible and do
not intend, by the enumeration of his powers to limit or reduce them in any
fashion

3. Enumeration of Attorney-In-Fact's Powers

         Among the powers granted to my Attorney-In-Fact are: dealing as a
Stockholder of Bottomline Online lnc. for the period of February 25, 2002 to
March 30, 2002.

4, Sell, Transfer, or Purchase Securities

        To purchase, sell, or transfer stocks and bonds of any kind in my name
or that of my Attomey-In-Fact and to execute and deliver any instruments
required in connection with the purchase, sale, or transfer.

5. As a Stockholder Consent

        I, as a stockholder of Bottomline Online Inc. give my approval of the
stock exchange of Bottomline Online Inc., for Category 5 stocks. By undersigned
as stockholder of Bottomline Online Inc., hereby appoint Tony Graf, as attorney
and proxy, win power of substitution and revocation, to represent at any
Stockholder Meeting concerning Bottomline Online Inc. Furthermore, I will give
all the power of attorney to Tony Grief to represent me in any way to make the
decisions regarding this transaction with Category 5.

In witness of this, I have set my hand and seal the date of Feb. 26th 2002

/s/ John L. Gilmer
-------------------------------------------------------
 Principal / Stockholder

/s/ Jon Middleton
-------------------------------------------------
Witness

/s/
-------------------------------------------------
Witness


<PAGE>




                            General Power of Attorney

1. Appointment of Attorney-In-Fact

         Know all men by these presents that I, Amber Robert make, constitute,
and appoint Tony Graf, residing in Sandy, Utah, to be my lawfu1 Attorney-In Fact
for me and to do any and all acts that I could do if personally present.

2. No Limitation on Attorney-In-Fact's Powers

         I intend to give my Attorney-In-Fact the fullest powers possible and do
not intend, by the enumeration of his powers to limit or reduce them in any
fashion.

3. Enumeration of Attorney-In-Fact's Powers

         Among the powers granted to my Attorney-In Fact are: dealing as a
Stockholder of Bottomine Online Inc. for the period of February 25, 2002 to
March 30, 2002.

4. Sell, Transfer, or Purchase Securities

         To purchase, sell, or transfer stocks and bonds of any kind in my name
or that of my Attorney-In Fact and to execute and deliver any instruments
required in connection with the purchase, sale, or transfer.

5. As a Stockholder Consent

         I, as a stockholder of Bottomline Online Inc. give my approval of the
stock exchange of Bottomline Online Inc., for Category 5 stocks. By undersigned
as stockholder of Bottomline Online Inc., hereby appoint Tony Graf, as attorney
and proxy, with power of substitution and revocation, to represent at any
Stockholder Meeting concerning Bottomline Online Inc. Furthermore, I will give
all the power of attorney to Tony Graf to represent me in any way to make the
decisions regarding this traction with Category 5.

6. Release of any Responsibility

         I hereby release all liability of Bottomline Online Inc.; hold them
harmless of any obligation they owe to me directly or indirectly.

In witness of this, I have set my hand and seal the Date of 2/26/02

/s/ Amber Robert
-------------------------------------------------------
 Principal / Stockholder

/s/
-------------------------------------------------
Witness

/s/ Jon Middleton
-------------------------------------------------
Witness




<PAGE>


                            General Power of Attorney

1. Appointment of Attorney-In-Fact

         Know all men by these presents that I, Jared J Robert make, constitute,
and appoint Tony Graf, residing in Sandy, Utah, to be my lawfu1 Attorney-In Fact
for me and to do any and all acts that I could do if personally present.

2. No Limitation on Attorney-In-Fact's Powers

         I intend to give my Attorney-In-Fact the fullest powers possible and do
not intend, by the enumeration of his powers to limit or reduce them in any
fashion.

3. Enumeration of Attorney-In-Fact's Powers

         Among the powers granted to my Attorney-In Fact are: dealing as a
Stockholder of Bottomine Online Inc. for the period of February 25, 2002 to
March 30, 2002.

4. Sell, Transfer, or Purchase Securities

         To purchase, sell, or transfer stocks and bonds of any kind in my name
or that of my Attorney-In Fact and to execute and deliver any instruments
required in connection with the purchase, sale, or transfer.

5. As a Stockholder Consent

         I, as a stockholder of Bottomline Online Inc. give my approval of the
stock exchange of Bottomline Online Inc., for Category 5 stocks. By undersigned
as stockholder of Bottomline Online Inc., hereby appoint Tony Graf, as attorney
and proxy, with power of substitution and revocation, to represent at any
Stockholder Meeting concerning Bottomline Online Inc. Furthermore, I will give
all the power of attorney to Tony Graf to represent me in any way to make the
decisions regarding this traction with Category 5.

6. Release of any Responsibility

         I hereby release all liability of Bottomline Online Inc.; hold them
harmless of any obligation they owe to me directly or indirectly.

In witness of this, I have set my hand and seal the Date of 2/26/02

/s/ Jared J. Robert
-------------------------------------------------------
 Principal / Stockholder

/s/ Amber Robert
-------------------------------------------------
Witness

/s/ Jon Middleton
-------------------------------------------------
Witness


<PAGE>







                            General Power of Attorney

1. Appointment of Attorney-In-Fact

         Know all men by these presents that I, Jon Middleton make, constitute,
and appoint Tony Graf, residing in Sandy, Utah, to be my lawfu1 Attorney-In Fact
for me and to do any and all acts that I could do if personally present.

2. No Limitation on Attorney-In-Fact's Powers

         I intend to give my Attorney-In-Fact the fullest powers possible and do
not intend, by the enumeration of his powers to limit or reduce them in any
fashion.

3. Enumeration of Attorney-In-Fact's Powers

         Among the powers granted to my Attorney-In Fact are: dealing as a
Stockholder of Bottomine Online Inc. for the period of February 25, 2002 to
March 30, 2002.

4. Sell, Transfer, or Purchase Securities

         To purchase, sell, or transfer stocks and bonds of any kind in my name
or that of my Attorney-In Fact and to execute and deliver any instruments
required in connection with the purchase, sale, or transfer.

5. As a Stockholder Consent

         I, as a stockholder of Bottomline Online Inc. give my approval of the
stock exchange of Bottomline Online Inc., for Category 5 stocks. By undersigned
as stockholder of Bottomline Online Inc., hereby appoint Tony Graf, as attorney
and proxy, with power of substitution and revocation, to represent at any
Stockholder Meeting concerning Bottomline Online Inc. Furthermore, I will give
all the power of attorney to Tony Graf to represent me in any way to make the
decisions regarding this traction with Category 5.

6. Release of any Responsibility

         I hereby release all liability of Bottomline Online Inc.; hold them
harmless of any obligation they owe to me directly or indirectly.

In witness of this, I have set my hand and seal the Date of 2/26/02

/s/ Jon Middleton
-------------------------------------------------------
 Principal / Stockholder

/s/
-------------------------------------------------
Witness

/s/
-------------------------------------------------
Witness


<PAGE>




                   Revocations of Promissory Notes

1.        February 25, 2002 - Jon Middleton
2.        February 25, 2002 - Tony Graf
3.        February 25, 2002 - Israel Curtis
4.        February 25, 2002 - Gregory Graf
5.        February 26, 2002 - DPS, Inc.



<PAGE>




                          Revocation of Promissory Note

1. Description of Promissory Note

         Know all men by these presents, that I, Jon Middleton - a Lender, did
receive a Promissory Note signed by Bottomline Online Inc., as Borrower dated
October 15, 2001 for the amount of $150,000.00.

2. Revocation of Promissory Note

         By these presents I revoke and make void the instrument described
above, make no right or claim with Bottomline Online Inc and release Bottomline
Online Inc., of any obligation on the note.

In witness of this, I have set my hand and seal the date 2/26/2002

/s/ Jon Middleton
------------------------------------
Lender

/s/
------------------------------------
Witness

/s/ Tony Graf
------------------------------------
Witness


<PAGE>



                          Revocation of Promissory Note

1. Description of Promissory Note

         Know all men by these presents, that I, Tony Graf - a Lender, did
receive a Promissory Note signed by Bottomline Online Inc., as Borrower dated
August 20, 2001 for the amount of $230,000.00.

2. Revocation of Promissory Note

         By these presents I revoke and make void the instrument described
above, make no right or claim with Bottomline Online Inc and release Bottomline
Online Inc., of any obligation on the note.

In witness of this, I have set my hand and seal the date 2/25/2002

/s/ Tony Graf
------------------------------------
Lender

/s/
------------------------------------
Witness

/s/ Jon Middleton
------------------------------------
Witness










<PAGE>




                          Revocation of Promissory Note

1. Description of Promissory Note

         Know all men by these presents, that I, Israel Curtis - a Lender, did
receive a Promissory Note signed by Bottomline Online Inc., as Borrower dated
December 21, 2001 for the amount of $10,000.00.

2. Revocation of Promissory Note

         By these presents I revoke and make void the instrument described
above, make no right or claim with Bottomline Online Inc and release Bottomline
Online Inc., of any obligation on the note.

In witness of this, I have set my hand and seal the date 2/25/2002

/s/ Israel Curtis
------------------------------------
Lender

/s/ Jon Middleton
------------------------------------
Witness

/s/ Tony Graf
------------------------------------
Witness


<PAGE>




                          Revocation of Promissory Note

1. Description of Promissory Note

         Know all men by these presents, that I, Gregory Graf - a Lender, did
receive a Promissory Note signed by Bottomline Online Inc., as Borrower dated
November 15, 2001 for the amount of $100,000.00.

2. Revocation of Promissory Note

         By these presents I revoke and make void the instrument described
above, make no right or claim with Bottomline Online Inc and release Bottomline
Online Inc., of any obligation on the note.

In witness of this, I have set my hand and seal the date 2/25/2002

/s/ Gregory Graf
------------------------------------
Lender

/s/ Jon Middleton
------------------------------------
Witness

/s/  Tony Graf
------------------------------------
Witness


<PAGE>




                          Revocation of Promissory Note

1. Description of Promissory Note

         Know all men by these presents, that I, President of DPS Inc. - a
Lender, did receive a Promissory Note signed by Bottomline Online Inc., as
Borrower dated March 15, 2001 for the amount of $250,000.00.

2. Revocation of Promissory Note

         By these presents I revoke and make void the instrument described
above, make no right or claim with Bottomline Online Inc and release Bottomline
Online Inc., of any obligation on the note.

In witness of this, DPS Inc have set my hand and seal the date Feb 26, 2002

/s/
------------------------------------
Lender

/s/
------------------------------------
Witness

/s/  Tony Graf
------------------------------------
Witness