CONFIDENTIALITY AND MARKETING AGREEMENT
                     ---------------------------------------


THIS CONFIDENTIALITY AND MARKETING AGREEMENT (this" Agreement") is entered into
by Home Inc. ("HOME"), a Delaware Corporation, of 6774 South 1300 East, Salt
Lake City, UT, and ePenzio, Inc. ("EPENZIO"), a Utah Corporation, of 2795 East
Cottonwood Parkway, Suite #120, Salt Lake City, UT, 84121, Paul Anderson
("Anderson") 1646 Wylie Lane, Draper, UT, 84020, Brad Crawford ("Crawford"),
of 8882 Taft Hills Ct, Sandy, UT 84093, Scott Anderson ("Scott"), of H.O.M.E.,
Inc. effective July 21, 2000.


                                    RECITALS

A.       HOME and EPENZIO are interested in jointly marketing certain products
         and services of EPENZIO (the "Joint Marketing Project").

B.       In connection with the joint marketing effort, HOME and EPENZIO shall
         have access to certain trade secrets and confidential and proprietary
         information of each other.

C.       HOME, Scott (President and Chief Executive Officer of HOME), EPENZIO,
         Anderson (President of EPENZIO) and Crawford (Chief Executive Officer
         of EPENZIO) desire to preserve and protect such confidential and
         proprietary information.

D.       To that end, HOME, Scott, EPENZIO, Anderson and Crawford agree as
         follows:

                                    AGREEMENT

1.       Rights and Obligations
         ----------------------

         EPENZIO shall provide the following:

         A.   Fulfillment services, including staffing, management, and
              processing for all credit card merchant accounts offered and sold
              by HOME, and POS products, POS Equipment virtual terminal,
              software, merchant services and software solutions ("EPENZIO
              Products") for HOME to market to businesses, proprietors,
              entrepreneurs, and other potential or existing HOME clients,
              customers and/or merchants.

         B.   Leasing of EPENZIO Products, lease funding (which may be through a
              subcontractor), and disbursement of such lease proceeds. EPENZIO
              shall further take all steps necessary to ensure that EPENZIO
              delivers to HOME's vendor(s) 1) an approval code and merchant
              account identification number from EPENZIO or its subcontractor
              merchant account company, and 2) written verification of lease
              approval for each HOME client, customer and/or merchant.

         C.   Merchant account application processing. EPENZIO or its
              subcontractor will accept for processing, properly prepared
              applications, agreements and purchase orders submitted for EPENZIO
              products from HOME. EPENZIO will further ensure that all steps
              reasonably necessary will be taken, including completion of any

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<PAGE>

              necessary paperwork and other administrative requirements, to
              insure funding for each sale or lease of a merchant account to
              HOME clients, customers and/or merchants.

         D.   EPENZIO will supply, at no cost, marketing materials for EPENZIO
              Products. All such marketing materials or materials bearing
              EPENZIO's trademarks or logos shall be used by HOME only for the
              purpose of promoting EPENZIO Products, and only after EPENZIO's
              prior approval.

2.      Referral Fees.
        -------------

         A.   HOME will furnish EPENZIO with leads of HOME's customers for the
              sole purpose of EPENZIO contacting those customers to sell them
              Credit Card Processing equipment, including but not limited to
              Hardware terminals, Processing software and Virtual Terminals, and
              assist those customers in obtaining a Merchant Account. Most of
              these contacts will be made at seminar events that are sponsored
              and paid for by HOME. EPENZIO will pay referral fees to HOME for
              only those referrals that purchase or lease this Credit Card
              processing equipment from EPENZIO. EPENZIO will pay HOME referral
              fees according to the following schedule:

              i.     EPENZIO will advance HOME $50,000 in the form of an
                     "Advanced Marketing Payment " for each seminar event that
                     is scheduled for the following week. This payment will be
                     made by no later than the Wednesday of the week before the
                     seminar event. HOME shall only use the Advance Marketing
                     Payment paid by EPENZIO for advertising and promotion of
                     HOME seminars and business sessions where EPENZIO products
                     and services will be sold. The Advanced " Marketing Payment
                     will be deemed an as an advance towards Earned Funding as
                     further described below.

              ii.    Should, through an Act of God, a scheduled seminar or
                     business session be cancelled, EPENZIO will only recover
                     50% of the Advance Marketing Payment paid for that seminar
                     .Should such cancellation occur more than one-time in a
                     calendar year, EPENZIO will be allowed to recover the full
                     amount of the Advance Marketing Payment for that seminar.
                     In either event, EPENZIO will deduct a maximum of $10,000
                     per week from the following weeks Advance Marketing Payment
                     until these amounts are recovered.

              iii.   On the first Wednesday, at least 60 days after the last day
                     of each seminar event, EPENZIO will prepare an Earned
                     Funding Settlement (the Settlement) statement for each
                     seminar event. The Settlement will be calculated for each
                     seminar as follows:

                     1.    EPENZIO will figure the Earned Funding for HOME based
                           on 62% of the applications that were NOT cancelled by
                           HOME'S customers within the customer's 3-day "Right
                           of Cancellation" period.
                     2.    The applications will be paid at the rate of$1375 for
                           every $89.95 lease and $1135 for every $79.95 lease.



                                       2
<PAGE>

                           The percentages of referral fees for $89.95 and
                           $79.95 leases for the Settlement will be the same as
                           the percentages for the actual $89.95 and $79.95
                           funding for this same seminar.
                     3.    For Example: HOME has a seminar where they accept 100
                           merchant account applications from its customers. Of
                           these lOO applications, the customers cancel 30 of
                           the applications within their 3-day Right of
                           Cancellation period. At the 60-day Settlement date,
                           43 applications (70 applications X 62% = 43.4) will
                           be settled. If EPENZIO obtains actual funding on 50
                           applications -15 at $89.95 (30%) and 35 at $79.95
                           (70%) -the Earned Funding Settlement amount will be
                           figured as follows:
                                      43 X 30% = 13 X $1375 = $17,875
                                                Plus
                                      43 X 70% = 30 X $1135 = $34,050
                                      Total Earned Funding = $51,925
                     4.    In connection with the Earned Funding Settlement, the
                           Advanced Marketing Payment will be credited towards
                           the Earned Funding due to HOME. If the Earned Funding
                           owing for a particular seminar exceeds the Advanced
                           Marketing Costs actually paid in advance by EPENZIO
                           for that seminar, will be paid to HOME in addition to
                           the next Advanced Marketing Payment-or, if there is
                           no Advanced Marketing Payment in the following thirty
                           days, the remaining Earned Funding will be paid
                           within thirty (30) days of Settlement. If there is a
                           deficit of Earned Funding, meaning that the Earned
                           Funding for a particular seminar is less than the
                           Advanced Marketing Payment previously made by EPENZIO
                           for that same seminar, the difference will be
                           deducted from the next week's Advanced Marketing
                           Payment made by EPENZIO to HOME. If no Advanced
                           Marketing Payment is made the next thirty days, then
                           HOME will pay the difference to EPENZIO within thirty
                           (30) days of Settlement. If HOME's Earned Funding for
                           a seminar exceeds the Advanced Marketing Payment for
                           that seminar by more than 10% for 2 weeks running,
                           then the next Advanced Marketing Payment will be
                           increased to the nearest $5,000 increment based on
                           the average of the Earned Funding for the previous 2
                           weeks. Likewise, if HOME's Earned Fundings for a
                           seminar are less that the Advanced Marketing Payments
                           for that seminar by more than 10% for 2 weeks
                           running, then the Advanced Marketing Payment will be
                           decreased to the nearest $5000 increment based on the
                           average of the Earned Funding for the previous 2
                           weeks.
                     5.    EPENZIO will pay to HOME additional referral fees
                           that HOME agrees will only be used to pay HOME's road
                           crew. These referral fees will be paid at the rate
                           of$30 for every substantially complete (all forms are
                           complete and signed), non-cancelled application that
                           is submitted by HOME to EPENZIO. These payments will
                           be made separately no later than the Wednesday two
                           weeks following the seminar. The number of
                           substantially complete files will be verified by
                           EPENZIO's seminar representative and reported to
                           HOME's road crew at the end of each seminar event.

                                       3
<PAGE>

                     6.    The following exceptions apply to the above
                           referenced pay schedule:
                           a.      For the seminar weeks of May 22nd through
                                   June 29th, EPENZIO provided an advance
                                   Marketing Payment of $40,000 per team per
                                   week.
                           b.      For the seminar weeks of July 5th through
                                   July 21 st, EPENZIO provided an Advance
                                   Marketing payment of $60,000 per team per
                                   week.
                           c.      For the seminar weeks of May 22nd through
                                   June 29th, HOME's Earned Funding will be
                                   figured at the rate of$1135 for $79.95
                                   applications and $760 for $59.95
                                   applications, based on actual funding, not a
                                   percentage of applications.
                           d.      For the seminar weeks of May 22nd through
                                   July 13th, the percentage of reserve funds
                                   that will be credited to HOME will be 66%
                                   instead of 45%.
                           e.      For the seminar weeks of May 22nd through
                                   July 13,th EPENZIO will make road crew
                                   referral payments at the rate of $20 for
                                   every complete application and $10 for every
                                   incomplete application.
                           f.      For the seminar weeks of April17th through
                                   May 19th, all of the reserve that has been
                                   withheld will belong to EPENZIO.
                           g.      The seminar weeks of May 22nd through June
                                   8th have already been settled and adjusted
                                   for as of the date this agreement was signed.
                          If an exception is not specifically listed above;
                          all of the terms of this agreement apply.

         B.   At the end of this Joint Marketing Agreement, a final Settlement
              statement will be prepared 60 days following the last seminar.
              This Statement will reconcile all Advanced Marketing Payments and
              Earned Funding for every seminar or business session that HOME has
              sponsored and paid for. At this time, it will be determined if
              there is an excess or deficit in the Earned Funding for all
              seminars. If there is a deficit of Earned Funding, HOME will pay
              this deficit amount to EPENZIO within 30 days. If HOME fails to
              pay within this 30-day period, Scott agrees to pay the unrecovered
              Earned Funding to EPENZIO within thirty days of written
              notification from EPENZIO. If there is an excess of Earned
              Funding, EPENZIO will pay this excess to HOME within 30 days,
              EXCEPT, in the event that HOME does not fully comply with all of
              the material terms of this agreement in ending this Joint
              Marketing Agreement, EPENZIO may elect to withhold the excess
              Earned Funding to cover any reasonable costs involved, so long as
              EPENZIO gives written notice to HOME of any failure to comply with
              the terms of the Agreement, identifying with specificity any such
              failures and the resulting costs to EPENZIO, and if such failures
              are capable of cure, HOME has an opportunity to cure. If EPENZIO
              fails to pay within this thirty-day period, Anderson and Crawford
              agree to pay the excess Earned Funding to HOME within thirty (30)
              days of written notification from HOME. Likewise, if EPENZIO has
              not complied with all material terms of this agreement, HOME may

                                       4
<PAGE>

              withhold any Earned Funding deficit to cover any reasonable costs
              that it has incurred, on the same terms that EPENZIO may withhold
              payments as described in this paragraph.- This will not limit any
              other damages that the parties-may be entitled to. EPENZIO may
              consider that HOME has "ended" this Joint Marketing Agreement if
              HOME has less than 20 approved applications from its seminars in
              any given calendar month.

         C.   Upon request, EPENZIO will provide HOME with any and all current
              information on factors and reserve amounts used by LeaseComm to
              determine payouts on leases submitted by HOME. EPENZIO and HOME
              agree to be bound by whatever terms Leasecomm imposes on the
              funding for the leases for HOME's customers. Leasecomm currently
              has imposed a 13% reserve to be held from gross funding amounts
              for all leases that Leasecomm approves for HOME's customers. Both
              parties agree that EPENZIO will set aside and credit 45% of these
              reserve funds to HOME to cover chargebacks (see section 4b).
              Leasecomm currently is scheduled to hold these funds in a
              non-interest bearing reserve account for 6 months.

         D.   These referral fees are based on HOME providing an e-commerce
              enabled web site and shopping cart/online order form that are
              compatible with EPENZIO's online transaction processing system.
              EPENZIO's leasing company requires that the web site and shopping
              cart/online order form be provided as part of the terms of the
              lease. If it becomes necessary for EPENZIO to supply the web site
              and shopping cart/online order form, these referral fees will be
              reduced to reflect these costs.

         E.   ECS shall retain payment for any HOME referrals sold through the
              ECS affiliate site. ECS shall be solely responsible for all
              referral commissions paid to customers signing up through the ECS
              affiliate site or approaching ECS directly. In the event that HOME
              should establish its own referral program, HOME shall be paid
              according to the commission schedule in paragraph 3e in this
              agreement as long as completed lease applications are delivered to
              ECS. HOME shall be solely responsible for all referral commissions
              paid to customers signing up through the HOME affiliate site.

         F.   EPENZIO has several different processing solutions available for
              HOME to sell to its clients, as well as lease terms of 12,24,36
              and 48 months. Pricing and referral fees will vary depending upon
              the options and lease terms chosen. EPENZIO will provide price
              quotes to HOME utilizing any combination of processing solutions
              and lease terms.

         G.   EPENZIO and HOME acknowledge and agree that: (1) that EPENZIO
              obtains its funding for equipment leases from leasing companies
              that are independent of EPENZIO and HOME; (2) these leasing
              companies control the factors that determine the amount of funding
              that EPENZIO receives for equipment leases; (3) these factors are
              influenced by interest rates and inflation and are subject to
              change at any time; (4) the costs and referral fees set forth

                                       5
<PAGE>


              above are based on the factors that are in effect at the time this
              Agreement is signed; and (5) if the factors are changed by the
              leasing company, the referral fees will be adjusted accordingly
              and will be subject to the same terms and conditions that the
              lease company imposes on EPENZIO. Occasionally, these leasing
              companies may impose other restrictions or qualifications on the
              equipment leases for HOME's customers, such as reserve accounts or
              special qualifying requirements. HOME agrees that it will be
              subject to the same terms and conditions that the lease company
              imposes on EPENZIO, with the exception that, if these changes
              effect the gross funding and/or the reserve amount that is being
              held, that EPENZIO will pay to HOME by more than 2%, then HOME
              will be allowed to give 10 days notice to cancel this agreement,
              and HOME may do business with another merchant account provider,
              but EPENZIO has a right of first refusal to match any other offer
              to HOME to provide Merchant Account Services to the customers of
              HOME.

         H.   If the percentage of Poor Credit (scored C & D) applications that
              are approved by Leasecomm for the customers of HOME exceeds 32%,
              based on a 4 week rolling average, EPENZIO reserves the right to
              adjust the referral fees paid to HOME to reflect this increase in
              Poor Credit applications. To date, the percentage of HOME's
              customers being scored as Poor Credit is 27.8%. EPENZIO will
              supply these credit scores on the weekly report.

3.       Rejects

         A.   It is agreed by HOME and EPENZIO, that all Rejected Lease
              applications will be handled and settled as follows:
              i.     EPENZIO will retain and deposit the 1 st months payment and
                     apply this towards the cost of obtaining a merchant account
                     and supplying a virtual terminal product for the customer.
                     EXCEPT, if the customers 1 st months payment bounces or is
                     declined, EPENZIO will NOT supply a merchant account or
                     virtual terminal for this customer.
              ii.    EPENZIO will supply HOME with the customers checking
                     account number routing number.
              iii.   HOME will use its best efforts to collect any and all
                     monthly lease payments on the same terms and conditions as
                     the original Leasecomrn lease.
              iv.    HOME will prepare a monthly statement detailing all
                     payments that are received for the Rejected leases that are
                     generated from this Joint Marketing Project.
              v.     On the lOth of every month, HOME will pay to EPENZIO 30% of
                     all monies that are collected for these Rejected leases.
                     This will include all funds collected, whether from monthly
                     payments or from any collection processes.
              vi.    HOME will include on this report the names of all accounts
                     that HOME has been unable to collect the monthly lease
                     payment from. This will allow EPENZIO to turn off the
                     Gateway access for these customers virtual terminal.

         B.   If the percentage of applications that are by Rejected Leasecomm
              for the customers of HOME exceeds 18%, based on a 4 week rolling
              average, EPENZIO reserves the right to adjust the referral fees
              paid to HOME to reflect this increase in Reject applications. To
              date, the percentage of applications for HOME's customers that are
              being rejected by Leasecomm is 14%

                                       6
<PAGE>

4.       Charge backs.

         A.   In the event that EPENZIO shall incur a charge back from any
              source, including but not limited to the lease company or by
              judicial or administrative process, on any referral for which HOME
              has been paid a referral fee, HOME shall payor return to EPENZIO
              the appropriate referral fee.

         B.   EPENZIO shall recoup the referral fees for each chargeback in the
              following order: First, the fees should be deducted from the
              Advance Marketing Costs paid from EPENZIO to HOME (See Section
              1-A-1). Second, if there are no Advance Marketing Costs or the
              deductions from these advances are inadequate to recoup the
              referral fees.1 the fees should be deducted from any outstanding
              adjustments above the advance owed to HOME by EPENZIO at the time
              of the Settlement as provided in paragraph 2.A.iii above. Third,
              if necessary after the first two methods of recoupment, the fees
              should be paid to EPENZIO directly by HOME. Fourth, the fees
              should be applied against the 45% portion (this is the portion of
              these reserve funds that are credited to HOME) of the outstanding
              fundings held in the reserve by LeaseComm. Each of these potential
              resolutions to satisfying the debt incurred by the chargeback
              should be attempted in the order they are listed. Should all such
              potential resolutions fail to resolve the debt, and after EPENZIO
              has exhausted all of its legal remedies against Leasecomm
              concerning any funds that Leasecomm is holding in reserve, then
              Scott shall be individually, personally, unconditionally and
              jointly liable to pay EPENZIO the total amount of the unrecovered
              referral fees in question. Should all such potential
              resolutions fail to resolve the debt, Scott agrees to pay the
              unrecovered referral fees to EPENZIO within thirty days of
              notification from EPENZIO of the failed resolutions.

         C.   If the cause of the charge back is based on either fraud or
              negligence of the owners, employees, representatives or agents of
              EPENZIO or HOME, the company found to be responsible for the fraud
              or negligence shall be responsible for the full amount of the
              charge back and shall pay to the other company the respective
              portion of the charge back within 10 days from the date of the
              charge back.

         D.   The liability for charge backs for EPENZIO and HOME shall continue
              for the length of term of the leases of HOME's customers.

5.       Confidential and Proprietary Information.
         -----------------------------------------

              In connection with the Joint Marketing Project, EPENZIO may
              furnish and may reveal to HOME certain oral and written
              confidential, proprietary and/or trade secret information
              concerning EPENZIO and its products and/or services (the "EPENZIO
              Proprietary Information"). Similarly, HOME may furnish and may
              reveal to EPENZIO certain oral and written confidential,
              proprietary and/or trade secret information concerning HOME and
              its products and/or services (the "HOME Proprietary Information").
              The EPENZIO Proprietary Information and the HOME Proprietary
              Information (collectively the "Proprietary Information") may
              include, without limitation, certain specifications, designs,
              plans, drawings, hardware, software, data, prototypes, marketing
              plans or techniques, identification or lists of vendors,

                                       7
<PAGE>

              suppliers, mailing lists, list vendors and the like~ or other
              business and technical information. As a condition to providing
              such information, EPENZIO and HOME each agree, as set forth below,
              to treat confidentially and to not otherwise disclose, and to
              cause its respective directors, officers, members, employees,
              representatives, agents and advisors (collectively the
              "Representatives") to treat confidentially and to not otherwise
              disclose, the Proprietary Information, whether such Proprietary
              Information was furnished prior to, on or after the date of this
              Agreement. In addition, for purposes of this Agreement,
              "Proprietary Information" shall include, without limitation, any
              discussions, summaries, analyses, studies, compilations, or other
              documents or memorializations of or relating to the Proprietary
              Information. All Proprietary Information, in whatever form
              provided, shall remain the property of the party furnishing such
              Proprietary Information.

6.       Compliance with Laws, Ordinances and Regulations.

              HOME, Scott, EPENZIO, Anderson and Crawford agree that they will
              strictly comply with all federal, state and local laws, ordinances
              and regulations in connection with and all work or services
              performed by them arising out of or relating in any way to this
              Agreement and/or their business relationships with each other. In
              the event HOME, Scott, EPENZIO, Anderson or Crawford fail to do
              so, all aforementioned parties may, in their sole discretion,
              decide to terminate this Agreement forthwith, and to hold all
              outstanding fees owed until a resolution can be found. HOME and
              Scott hereby indemnify and hold EPENZIO, Anderson and Crawford
              harmless from any and all claims, complaints, demands and/or
              damages arising out of or related in any way to any failure on the
              part of HOME or Scott to comply with all federal, state and local
              laws, ordinances and regulations. Likewise, EPENZIO, Anderson and
              Crawford hereby indemnify and hold HOME and Scott harmless from
              any and all claims, complaints, demands and/or damages arising out
              of or related in any way to any failure on the part of EPENZIO,
              Anderson or Crawford to comply with all federal, state and local
              laws, ordinances and regulations.

7.       Disclosures and/or Use of Proprietary Information.
         --------------------------------------------------

              EPENZIO, Anderson, Crawford, HOME and Scott acknowledge and agree
              that: Proprietary Information constitutes valuable, special and
              unique property of EPENZIO and HOME; (B) they may use the
              Proprietary Information for the sole purpose of soliciting
              merchant accounts in connection with the Joint Marketing Project
              only; (C) they shall not disclose the Proprietary Information or
              any information contained therein to any other corporation, person
              or entity that is not a party to this agreement for any reason or
              purpose whatsoever; (D) they shall not use the Proprietary
              Information or any information contained therein for any purpose
              other than the Joint Marketing Project; (E) they shall not
              disclose or use the Proprietary Information or any information
              contained therein; (F) they shall not make copies of any written
              or computer-readable Proprietary Information; and (G) they shall
              prevent the use of the Proprietary Information by, and disclosure
              of the information contained therein to, any corporation, person,
              or entity that is not a party to this agreement.

                                       8
<PAGE>

8.       Return of Proprietary Information.
         ----------------------------------

              Within thirty days of receipt of written notice of termination of
              the Joint Marketing Project, EPENZIO and HOME shall deliver to
              each other m1 written or computer- readable copies of the
              Proprietary Information, letters and all other information, that
              is specific to the other party's business, which are in their
              possession or under their control, regardless of whether prepared
              by both parties or by their affiliates.

9.       Term of Agreement.
         ------------------

         A.   This agreement shall become effective on the date set forth above
              and shall continue in effect until August 21, 2000, unless
              terminated sooner as provided herein. At the end of the agreement,
              HOME may do business with another merchant account provider, but
              EPENZIO has a right of first refusal to match any other offer to
              HOME to provide Merchant Account Services to the customers of
              HOME.

         B.   Unless specifically stated otherwise, all terms of this agreement
              will be considered to be in full force and effect for all seminars
              and fundings that HOME and EPENZIO have participated in together.

10.      Termination of Agreement.
         -------------------------

              Either party may terminate this Agreement for a material breach of
              the terms of this Agreement at any time by giving the other party
              written Notice of Termination ("Notice") at least thirty (30) days
              prior to the effective date of termination. Either shall have the
              option of preventing the termination of this Agreement by taking
              corrective action that cures the material breach, if such
              corrective action is taken prior to the end of the aforementioned
              thirty (30) day time period. However, if there is evidence that
              any material breach is caused by fraud, forgery, or any other
              illegal act, either party may terminate this Agreement by giving
              the other party written Notice at least seven {7) days prior to
              the effective date of termination.

11.      Amendment & Waiver.
         -------------------

              No modification or amendment hereof shall be valid and binding,
              unless it be in and signed by the parties hereto. The waiver of
              any provision hereof shall be effective only if in writing and
              signed by the parties hereto, and then only in the specific
              instance and for the particular purpose for which it was given. No
              failure to exercise, and no delay in exercising, any right or
              power hereunder shall operate as a waiver thereof.


                                       9
<PAGE>

12.      Enforcement of Agreement.
         -------------------------

              This Agreement, and all disputes relating to this Agreement,
              whether sounding in tort, contract or otherwise, shall be governed
              and construed in accordance with the laws of the State of Utah.
              All parties to this Agreement each consent and submit to the
              personal jurisdiction of the state and federal courts located in
              the State of Utah, and waive their rights to contest personal
              jurisdiction. All parties agree that any legal action filed by any
              party to enforce the terms of this Agreement must be filed
              exclusively in the Third Judicial District Court, for the State of
              Utah, in Salt Lake City, Utah. In the event of a dispute regarding
              this Agreement, the prevailing party shall be entitled to an award
              of attorneys' fees and costs from the non-prevailing party,
              regardless of whether the dispute results in the filing of a
              lawsuit

13.      Assignment.
         -----------

              No party may assign its rights or duties under this Agreement
              without the prior written consent of the other parties.

14.      Modification.
         -------------

              No amendment or modification of this Agreement shall be valid or
              binding on made in writing and signed by each party.

15.      Counterparts
         ------------

              This Agreement may be executed in as many counterparts as may be
              deemed necessary or convenient. This Agreement, and any
              modifications, waivers or notifications relating thereto, may be
              executed and delivered by facsimile or electronic mail. Any such
              facsimile or electronic mail transmissions shall constitute the
              final agreement of the parties and conclusive proof of such
              agreement.


     /s/                                                        7/21/00
-------------------------------------------              -----------------------
Paul S. Anderson, individually and as                    Date
President of and on behalf of EPENZIO



     /s/                                                        7/21/00
-------------------------------------------              -----------------------
Brad V. Crawford, individually and as                    Date
Chief Executive Officer of and on
behalf of EPENZIO


     /s/                                                        7/21/00
-------------------------------------------              -----------------------
Scott Anderson, individually and as                      Date
President and CEO of and on behalf
of H.O.M.E. Inc.


                                       10
<PAGE>


                                  AMENDMENT TO
                                  ------------
                     CONFIDENTIALITY AND MARKETING AGREEMENT
                     ---------------------------------------

THIS IS AN AMENDMENT TO A CONFIDENTIALITY AND MARKETING AGREEMENT (the "
Agreement") that was signed on August 23, 2000 by Home Inc. ("HOME"), a Delaware
Corporation, of6774 South 1300 East, Salt Lake City, UT, and ePenzio, Inc.
("EPENZIO"), a Utah Corporation, of 2795 East Cottonwood Parkway, Suite #120,
Salt Lake City, UT, 84121, Paul Anderson ("Anderson") of 1646 Wylie Lane,
Draper, UT, 84020, Brad Crawford ("Crawford"), of 8882 Taft Hills Ct, Sandy, UT
84093 and Scott Anderson ("Scott") of 1287 Bloomington Dr. S. #19, St. George,
UT 84790.

This Amendment is necessary because EPI has been forced to use a new financing
company, Leasecomm, for the financing contracts for HOME's customers as per
section 2B of the Agreement.

Section 2.A.iii.l. is amended as follows:
EPENZIO will figure the Earned Funding for HOME based on 67% of the applications
that were NOT cancelled by HOME'S customers within the customer's 3-day OR
3O-day "Right of Cancellation" periods.

Section 2.A.iii.2. is amended as follows:
The applications will be paid at the following rates for every $99.95 finance
package:
Applicants that score with a "P" or "S" credit = $1773.00
Applicants that score with a "T" or "Q" credit = $1545.00
Applicants that score with a "U" credit = $1251.00
The applications will be paid at the following rates for every $89.95 finance
package:
Applicants that score with a "P" or "S" credit = $1589.00
Applicants that score with a "T" or "Q" credit = $1383.00
Applicants that score with a "U" credit = $1119.00
The percentages of referral fees paid for the different credit scores for $99.95
and $89.95 finance packages for the Settlement will be the same as the
percentages for the actual $99.95 and $89.95 funding for this same seminar.

Section 2.A.3. is amended as follows:
For Example: HOME has a seminar where they accept 100 merchant account
applications from its customers. Of these 100 applications, the customers cancel
30 of the applications within their 3-day OR 30-day Right of Cancellation
periods. At the 60-day Settlement date, 47 applications (70 applications X 67% =
46.9) will be settled. If EPENZIO obtains actual funding on 50 applications -15
at $89.95 (30%) and 35 at $79.95 (70%) -and if the percentage of Credit Score
for these applications are: "P" and "S" = 50%, "T" and "Q" = 40% and "U" = 1 0%,
the Earned Funding Settlement amount will be figured as follows:

47 X 30% = 14 X 50% (P & S scores) =7 X $1773 = $12,411.00
47 X 30% = 14 X 40% (T & Q scores) = 6 X $1251 = $7506.00
47 X 30% = l4 X 10% U scores) = 1 X $1251 = $1251.00

          Plus


                                       1
<PAGE>

47 X 70% = 33 X 50% (P & S scores) = 17 X $1589 = $27,013.00
47 X 70% = 33 X 40% (T & Q scores) = 13 X $1383 = $17,979.00
47 X 70% = 33 X 10% U scores) = 3 X $1119 = $3357.00
----------------------------------------------------
Total Funding                             $69,517.00

Section 4.A. is amended as follows:
EPENZIO will withhold 10% of the Gross Financed amounts from all Earned Funding
settlement amounts to cover charge backs. EPENZIO will supply to HOME every 30
days, a balance sheet statement on the charge back reserve. (Based on the gross
financed amounts, the amounts that will be withheld per account are as follows:
$99.95- P&S = $246, $99.95- T&Q = $215, $99.95- U = $175, $89.95- P&S = $221,
$89.95- T&Q = $192, $89.95- U = $155).

Except as amended by this Amendment, in case of any conflicting or contradictory
provisions contained herein to the terms and provisions of the Agreement, this
Amendment shall prevail and the parties hereto do ratify and confirm the
Agreement in all respects, and agree to perform and be bound by the terms of the
Agreement as amended by this Amendment. This Amendment and the Agreement set
forth the entire agreement and understanding of the parties hereto in respect of
the subject matter contained in the Amendment and the Agreement, and supersede
all prior agreements, promises, covenants, arrangements, communications,
representations or warranties, whether oral or written, by any officer, partner,
employee or representative of any party hereto, including, but not limited to,
any proposed amendments to the Agreement, any e-mails between the parties and
any oral agreements or understandings the parties may have had concerning the
subject matter of the Agreement or the Amendment.

This Amendment may be executed in two or more counter-parts, each of which
shall be deemed an original, all of which together shall constitute one and
the same instrument.

IN WITNESS WHEREOF, the parties have executed this Amendment on the dates
indicated opposite their signatures.




-------------------------------------------              -----------------------
Paul S. Anderson, individually and as                    Date
President of and on behalf of EPENZIO




-------------------------------------------              -----------------------
Brad V. Crawford, individually and as                    Date
Chief Executive Officer of and on
behalf of EPENZIO



-------------------------------------------              -----------------------
Scott Anderson, individually and as                      Date
President and CEO of and on behalf
of H.O.M.E. Inc.



                                       2
<PAGE>


                                  AMENDMENT TO
                                  ------------
                     CONFIDENTIALITY AND MARKETING AGREEMENT
                     ---------------------------------------


THIS IS AN AMENDMENT TO A CONFIDENTIALITY AND MARKETING AGREEMENT (the "
Agreement") that was signed on August 23, 2000 by Home Inc. ("HOME"), a Delaware
Corporation, of 6774 South 1300 East, Salt Lake City, UT, and ePenzio, Inc.
("EPENZIO"), a Utah Corporation, of 2795 East Cottonwood Parkway, Suite #120,
Salt Lake City, UT, 84121, Paul Anderson ("Anderson") of 1646 Wylie Lane,
Draper, UT, 84020, Brad Crawford ("Crawford"), of 8882 Taft Hills Ct, Sandy, UT
84093 and Scott Anderson ("Scott") of 1287 Bloomington Dr. S. #19, St. George,
UT 84790.

This Amendment is necessary because EPI has been forced to use a new financing
company, Leasecomm, for the financing contracts for HOME's customers as per
section 2B of the Agreement.

Section 2.A.iii.1. is amended as follows:
EPENZIO will figure the Earned Funding for HOME based on 63% of the applications
that were NOT cancelled by HOME'S customers within the customer's 3-day OR
30-day "Right of Cancellation" periods.

Section 2.A.iii.2. is amended as follows:

The applications will be paid at the rate of $1315 for every $99.95 finance
package.

The applications will be paid at the rate of$1125 for every $89.95 finance
package.

The percentages of referral fees paid for the different credit scores for $99.95
and $89.95 finance packages for the Settlement will be the same as the
percentages for the actual $99.95 and $89.95 funding for this same seminar.

Section 2.A.3. is amended as follows:
For Example: HOME has a seminar where they accept l00 merchant account
applications from its customers. Of these lOO applications, the customers cancel
30 of the applications within their 3-dayOR 30-day Right of Cancellation
periods. At the 60-day Settlement date, 44 applications (70 applications X 63% =
44.1) will be settled. If EPENZIO obtains actual funding on 40 applications -12
at $99.95 (30%) and 28 at $89.95 (70%) -the Earned Funding Settlement amount
will be figured as follows:

44X30%= 13 X $1315 =   $17,095

 Plus

44X7O% = 31 X $1125 =  $49,500

Total Funding          $66,595


                                       1
<PAGE>

Section 4.A. is amended as follows:
EPENZIO will withhold 5% of the Gross Financed amounts from all Earned Funding
settlement amounts to cover charge backs. (Based on the gross financed amounts,
the amounts that will be withheld per account are as follows: $99.95 = $65.75,
$89.95 = $56.25.)

Except as amended by this Amendment, in case of any conflicting or contradictory
provisions contained herein to the terms and provisions of the Agreement, this
Amendment shall prevail and the parties hereto do ratify and confirm the
Agreement in all respects, and agree to perform and be bound by the terms of the
Agreement as amended by this Amendment. This Amendment and the Agreement set
forth the entire agreement and understanding of the parties hereto in respect of
the subject matter contained in the Amendment and the Agreement, and supersede
all prior agreements, promises, covenants, arrangements, communications,
representations or warranties, whether oral or written, by any officer, partner,
employee or representative of any party hereto, including, but not limited to,
any proposed amendments to the Agreement, any e-mails between the parties and
any oral agreements or understandings the parties may have had concerning the
subject matter of the Agreement or the Amendment.

This Amendment may be executed in two or more counter-parts, each of which shall
be deemed an original, all of which together shall constitute one and the same
instrument.

IN WITNESS WHEREOF, the parties have executed this Amendment on the dates
indicated opposite their signatures.




     /s/                                                       1/26/01
-------------------------------------------              -----------------------
Paul S. Anderson, individually and as                    Date
President of and on behalf of EPENZIO



    /s/                                                        1/26/01
-------------------------------------------              -----------------------
Brad V. Crawford, individually and as                    Date
Chief Executive Officer of and on
behalf of EPENZIO


   /s/                                                         1/26/01
-------------------------------------------              -----------------------
Scott Anderson, individually and as                      Date
President and CEO of and on behalf
of H.O.M.E. Inc.



                                       2
<PAGE>

                     CONFIDENTIALITY AND MARKETING AGREEMENT
                     ---------------------------------------

THIS CONFIDENTIALITY AND MARKETING AGREEMENT (this "Agreement") is entered into
by Home Inc. ("HOME"), a Delaware Corporation, of 6774 South 1300 East, Salt
Lake City, UT, and ePenzio, Inc. ("EPENZIO"), a Utah Corporation, of 2795 East
Cottonwood ParkWay, Suite #120, Salt Lake City, UT, 84121, Paul Anderson
("Anderson") of 1646 Wylie Lane, Draper, UT, 84020, Brad .,. Crawford
("Crawford"), of 8882 Taft Hills Ct, Sandy, UT 84093 and Scott Anderson
("Scott") of 1287 Bloomington Dr. S. #19, St. George, UT 84790, effective August
23,2000.

                                    RECITALS

         A.   HOME and EPENZIO are interested in jointly marketing certain
              products and services of EPENZIO (the "Joint Marketing Project").

         B.   In connection with the joint marketing effort, HOME and EPENZIO
              shall have access to certain trade secrets and confidential and
              proprietary information of each other.

         C.   HOME, Scott (president and Chief Executive Officer of HOME),
              EPENZIO, Anderson (President of EPENZIO) and Crawford (Chief
              Executive Officer of EPENZIO) desire to preserve and protect such
              confidential and proprietary information.

         D.   To that end, HOME, Scott, EPENZIO, Anderson and Crawford agree as
              follows:

                                    AGREEMENT

         1.   Rights and Obligations
              ----------------------

              EPENZIO shall provide the following:

              A.     Fulfil1ment services, including staffing, management, and
                     processing for all credit card merchant accounts offered
                     and sold by HOME, and POS products, POS Equipment Virtual
                     terminal, software, merchant services and software
                     solutions ("EPENZIO Products") for HOME to market to
                     businesses, proprietors, entrepreneurs, and other potential
                     or existing HOME clients, customers and/or merchants.

              B.     Financing sources for EPENZIO Products, finance package
                     funding (which may be through a subcontractor), and
                     disbursement of such finance package proceeds. EPENZIO
                     shall further take all steps necessary to ensure that
                     EPENZIO delivers to HOME's vendor(s) I) an approval code
                     and merchant account identification number from EPENZIO or
                     its subcontractor merchant account company, and 2) written
                     verification of finance package approval for each HOME
                     client, customer and/or merchant.

              C.     Merchant account application processing. EPENZIO or its
                     subcontractor will accept for processing, properly prepared
                     applications, agreements and purchase orders submitted for
                     EPENZIO products from HOME. EPENZIO will further ensure
                     that all steps reasonably necessary will be taken,



                                       1
<PAGE>

                     including completion of any necessary administrative
                     requirements, to insure funding for each sale or finance
                     package of a merchant account to HOME clients, customers
                     and/or merchants.

              D.     EPENZIO will supply, at no cost, marketing materials,
                     including applications, agreements and purchase orders for
                     EPENZIO Products. Said materials shall be in compliance
                     with all applicable state and federal laws, including those
                     concerning truth-in-lending and other financial service
                     Jaws and regulations. All such marketing materials or
                     materials bearing EPENZIO's trademarks or logos shall be
                     used by HOME only for the purpose of promoting EPENZIO
                     Products, and only after EPENZIO's prior approval.

         2.   Referral Fees.
              --------------

              A.     HOME will furnish EPENZIO with leads of HOME's customers
                     for the sole purpose of EPENZIO contacting those customers
                     to sell them Credit Card Processing equipment, including
                     but not limited to Hardware terminals, Processing software
                     and Virtual Tenninals, and assist those customers in
                     obtaining a Merchant Account. Most of these contacts will
                     be made at seminar events that are sponsored and paid for
                     by HOME. EPENZIO will pay referral fees to HOME for only
                     those referrals that purchase or finance this Credit Card
                     processing equipment from EPENZIO. EPENZIO will pay HOME
                     referral fees according to the following schedule:

                     i.    EPENZIO will advance HOME $50,000 in the form of an
                           "Advanced Marketing Payment " for each seminar event.
                           This payment will be made by no later than the
                           Wednesday that is three (3) weeks prior to the
                           seminar event. EPENZIO has currently paid the Advance
                           Marketing Payment for two weeks in advance. EPENZIO
                           will make an additional $16,666 Advance Marketing
                           Payment for the next 6 weeks to achieve the 3-week
                           advance payment status. HOME shall only use the
                           Advance Marketing Payment paid by EPENZIO for
                           advertising and promotion of HOME seminars and
                           business sessions where EPENZIO products and services
                           will be sold. The Advanced Marketing Payment will be
                           deemed an as an advance towards Earned Funding as
                           further described below.

                     ii.   Should, through an Act of God, a scheduled seminar or
                           business session be cancelled, EPENZIO will only
                           recover 50% of the Advance Marketing Payment paid for
                           that seminar .Should such cancellation occur more
                           than one-time in a calendar year, EPENZIO will be
                           allowed to recover the full amount of the Advance
                           Marketing Payment for that seminar. In either event,
                           EPENZIO will deduct a maximum of $10,000 per week
                           from the following weeks Advance Marketing Payment
                           until these amounts are recovered.

                     iii.  On the first Wednesday, at least 60 days, EPENZIO
                           will prepare an Earned Funding Settlement (the
                           Settlement) statement for each seminar event. The
                           Settlement will be calculated for each seminar as
                           follows:

                           1.     EPENZIO will figure the Earned Funding for
                                  HOME based on 67% of the applications that
                                  were NOT cancelled by HOME'S customers within
                                  the customer's 3-day "Right of Cancellation"
                                  period.
                           2.     The applications will be paid at the rate of
                                  $1650 for every $89.95 finance package and
                                  $1400 for every $79.95 finance package, The



                                       2
<PAGE>

                                  percentages of referral fees for $89.95 and
                                  $79.95 finance packages for the Settlement
                                  will be the same as the percentages for the
                                  actual $89.95 and $79.95 funding for this same
                                  seminar.
                           3.     For Example: HOME has a seminar where
                                  they accept l00 merchant account applications
                                  from its customers. Of these lOO applications,
                                  the customers cancel 30 of the applications
                                  within their 3-day Right of Cancellation
                                  period. At the 60-day Settlement date, 43
                                  applications (70 applications X 62% = 43.4)
                                  will be settled. If EPENZIO obtains actual
                                  funding on 50 applications -15 at $89.95 (30%)
                                  and 35 at $79.95 (70%) -the Earned Funding
                                  Settlement amount will be figured as follows:
                                        47 X 30% = 14 X $1650 = $23,100
                                                     Plus
                                        47 X 70% = 33 X $1400 = $46,200
                                        Total Earned Funding = $69,300
                           4.     In connection with the Earned Funding
                                  Settlement, the Advanced Marketing Payment
                                  will be credited towards the Earned Funding
                                  due to HOME. If the Earned Funding owing for a
                                  particular seminar exceeds the Advanced
                                  Marketing Costs actually paid in advance by
                                  EPENZIO for that seminar, these funds will be
                                  paid to HOME in addition to the next Advanced
                                  Marketing Payment-or, if there is no Advanced
                                  Marketing Payment paid in the following thirty
                                  days, the remaining Earned Funding will be
                                  paid within thirty (30) days of Settlement, If
                                  there is a deficit of Earned Funding, meaning
                                  that the Earned Funding for a particular
                                  seminar is less than the Advanced Marketing
                                  Payment previously made by EPENZIO for that
                                  same seminar, the difference will be deducted
                                  from the next week's Advanced Marketing
                                  Payment made by EPENZIO to HOME. If no
                                  Advanced Marketing Payment is made in the next
                                  thirty (30) days, then HOME will pay the
                                  difference to EPENZIO within thirty (30) days
                                  of Settlement, If HOME's Earned Funding for a
                                  seminar exceeds the Advanced Marketing Payment
                                  for that seminar by more than 10% for 2 weeks
                                  running, then the next Advanced Marketing
                                  Payment will be increased to the nearest
                                  $5,000 increment based on the average of the
                                  Earned Funding for the previous 2 weeks.
                                  Likewise, if HOME's Earned Funding for a
                                  seminar are less than the Advanced Marketing
                                  Payments for that seminar by more than 10% for
                                  2 weeks running, then the Advanced Marketing
                                  Payment will be decreased to the nearest $5000
                                  increment based on the average of the Earned
                                  Funding for the previous 2 weeks.
                           5.     The Virtual ternlinal applications will be
                                  paid at the rate of$1650 for every $89.95
                                  finance package or cash sale and $1400 for
                                  every $79.95 finance package or cash sale.
                                  These amounts will be paid for all
                                  applications that have been approved and
                                  funded as of the date of the settlement
                           6.     EPENZIO will pay to HOME additional referral
                                  fees that HOME agrees will only be used to pay
                                  HOME's road crew. These referral fees will be
                                  paid at the rate of $30 for every

                                       3
<PAGE>

                                  substantia11y (all forms are complete and
                                  signed), non-cancelled application that is
                                  submitted by HOME to EPENZIO. These payments
                                  will be made separately no later than the
                                  Wednesday two weeks following the seminar. The
                                  number of substantially complete files will be
                                  verified by EPENZIO's seminar representative
                                  and reported to HOME's road crew at the end of
                                  each seminar event.
                           8.     The following exceptions apply to the above
                                  referenced pay schedule:
                                  a.   For the seminar weeks of July 24th
                                       through the date of this agreement,
                                       Home's Earned Funding will be figured at
                                       the rate of $1375 for every $89.95
                                       finance package and $1135 for every
                                       $79.95 finance package based upon the 62%
                                       of non-cancelled agreements as stated in
                                       previous contract.
                                  b.   For the seminar weeks of Apri117th
                                       through May 18th, all of the reserve that
                                       has been withheld will belong to EPENZIO.
                                  c.   The seminar weeks of May 22nd through
                                       July 21st have been settled and adjusted
                                       for as of the date this agreement was
                                       signed but still fall under the terms of
                                       the previous contract (s) for future
                                       settlement. Road crew referral payments
                                       are current through the week ending
                                       September 9, 2000.
                           *If    an exception is not specifically listed above,
                                  all of the terms of this agreement apply.

              B.     At the end of this Joint Marketing Agreement, a final
                     Settlement statement will be prepared 60 days following the
                     last seminar. This Statement will reconcile all Advanced
                     Marketing Payments and Earned Funding for every seminar or
                     business session that HOME has sponsored and paid for. At
                     this time, it will be determined if there is an excess or
                     deficit in the Earned Funding for all seminars. If there is
                     a deficit of Earned Funding, HOME will pay this deficit
                     amount to EPENZIO within 30 days of completion of the final
                     Settlement Statement. If HOME fails to pay within this
                     30-day period, Scott agrees to pay the unrecovered Earned
                     Funding to EPENZIO within thirty days of written
                     notification from EPENZIO. If there is an excess of Earned
                     Funding, EPENZIO will pay this excess to HOME within 30
                     days of completion of the final Settlement Statement,
                     EXCEPT, in the event that HOME does not fully comply with
                     all of the terms of this agreement in ending this Joint
                     Marketing Agreement, EPENZIO may elect to withhold the
                     excess Earned Funding to cover any reasonable costs
                     involved, so long as EPENZIO gives written notice to HOME
                     of any failure to comply with the terms of the Agreement,
                     identifying with specificity any such failures and the
                     resulting costs to EPENZIO, and if such failures are
                     capable of cure, HOME has an opportunity to cure. If
                     EPENZIO fails to pay within this thirty-day period,
                     Anderson and Crawford agree to pay the excess Earned
                     Funding to HOME within thirty (30) days of written
                     notification from HOME. Likewise, if EPENZIO has not
                     complied with all material terms of this agreement, HOME
                     may withhold any Earned Funding deficit to cover any
                     reasonable costs that it has incurred, on the same terms
                     that EPENZIO may withhold payments as described in this
                     paragraph. This will not limit any other damages that the
                     parties-may be entitled to. EPENZIO may consider that HOME
                     has ended this Joint Marketing Agreement if HOME has less
                     than 20 approved applications from its seminars in any
                     given calendar month.

                                       4
<PAGE>

              C.     Upon request, EPENZIO will provide HOME with any and all
                     current information on factors and reserve amounts used by
                     Leasecomm, Travelers or any other financial institution
                     (Financial Institutions) to determine payouts on the
                     finance packages that are submitted by HOME. EPENZIO and
                     HOME agree to be bound by whatever terms these Financial
                     Institutions impose on the funding for the finance packages
                     for HOME's customers.

              D.     These referral fees are based on HOME providing an
                     e-commerce enabled web site and shopping cart/online order
                     form that are compatible with EPENZIO's online transaction
                     processing system. EPENZIO's leasing company requires that
                     the web site and shopping cart/online order form be
                     provided as part of the terms of the finance package. If it
                     becomes necessary for EPENZIO to supply the web site and
                     shopping cart/online order form, these referral fees will
                     be reduced in an amount to reasonably reflect these costs.

              E.     EPENZIO shall retain payment for any HOME referrals sold
                     through the EPENZIO affiliate site. EPENZIO shall be solely
                     responsible for all referral commissions paid to customers
                     signing up through the EPENZIO affiliate site or
                     approaching EPENZIO directly. In the event that HOME should
                     establish its own referral program. HOME shall be paid
                     according to the commission schedule in paragraph 2.A.iii.2
                     in this agreement as long as completed finance package and
                     merchant account applications are delivered to EPENZIO.
                     HOME shall be solely responsible for all referral
                     commissions paid to customers signing up through the HOME
                     affiliate site.

              F.     EPENZIO has several different processing solutions
                     available for HOME to sell to its clients, as well as
                     finance package terms of 12,24,36 and 48 months. Pricing
                     and referral fees will vary depending upon the options and
                     finance package terms chosen. EPENZIO will provide price
                     quotes to HOME utilizing any combination of processing
                     solutions and finance package terms.

              G.     EPENZIO and HOME acknowledge and agree that: (I) that
                     EPENZIO obtains its funding for equipment finance packages
                     from Financial Institutions that are independent of EPENZIO
                     and HOME; (2) these Financial Institutions control the
                     factors that determine the amount of funding that EPENZIO
                     receives for equipment finance packages; (3) these factors
                     are influenced by interest rates and inflation and are
                     subject to change at any time; (4) the costs and referral
                     fees set forth above are based on the factors that are in
                     effect at the time this Agreement is signed; and (5) if the
                     factors are changed by the Financial Institutions, or if
                     the Financial Institutions do not perform as promised, the
                     referral fees may be adjusted accordingly and will be
                     subject to the same terms and conditions that the Financial
                     Institutions impose on EPENZIO. Occasionally, these
                     Financial Institutions may impose other restrictions or
                     qualifications on the equipment finance packages for HOME's
                     customers, such as reserve accounts or special qualifying
                     requirements. HOME agrees that it will be subject to the
                     same terms and conditions that the Financial Institutions
                     impose on EPENZIO, with the exception that, if these
                     changes effect the gross funding and/or the reserve amount
                     that is being held, that EPENZIO will pay to HOME by more
                     than 5%, then HOME will be allowed to give 10 days notice
                     to cancel this agreement, and HOME may do business with
                     another merchant account provider, but EPENZIO has a right
                     of first refusal to match any other offer to HOME to
                     provide Merchant Account Services to the customers of HOME.

                                       5
<PAGE>

              H.     If the percentage of Poor Credit (scored C & D)
                     applications that are approved by the Financial
                     Institutions for the customers of HOME exceeds 28%, based
                     on a 4 week rolling average, EPENZIO reserves the right to
                     prospectively adjust the referral fees paid to HOME to
                     reflect this increase in Poor Credit applications. If it
                     becomes necessary for EPENZIO to adjust the referral fees
                     because of an increase in poor credit applications, HOME
                     will not be allowed to cancel this agreement because of
                     this change unless the adjustment is greater than 5%, in
                     which case HOME may terminate this Agreement upon 10 days
                     written notice. To date, the percentage of HOME's customers
                     being scored as Poor Credit is 27.8%. EPENZIO will supply
                     these credit scores on the weekly report.

         3.   Rejects
              -------

              A.     It is agreed by HOME and EPENZIO, that all Rejected Finance
                     package applications will be handled and settled as
                     follows:

                     i.    EPENZIO will retain all monies received for Rejected
                           applications and apply this towards the cost of
                           obtaining a merchant account and supplying a virtual
                           terminal product for the customer. EXCEPT, if the
                           customers 1st months payment bounces or is declined,
                           EPENZIO will NOT supply a merchant account or virtual
                           terminal for this customer.

              B.     If the percentage of applications that are rejected by
                     Leasecomm for the customers of HOME exceeds 16%, based on a
                     4 week rolling average, EPENZIO reserves the right to
                     prospectively adjust the referral fees paid to HOME to
                     reflect this increase in Reject applications. If the
                     adjustment is greater than 5%, then HOME may terminate this
                     Agreement upon 10 days written notice. To date, the
                     percentage of applications for HOME's customers that are
                     being rejected by Leasecomm is 14%

         4.   Charge backs.
              -------------

              A.     EPENZIO will withhold 5% from all Earned Funding settlement
                     amounts to cover charge backs. EPENZIO will supply to HOME
                     every 30 days, a balance sheet on the charge back reserve.

              B.     If the cause of the charge back is based on either fraud or
                     negligence of the owners, employees, representatives or
                     agents of EPENZIO or HOME, the company found to be
                     responsible for the fraud or negligence shall be
                     responsible for the full amount of all charge backs and
                     shall pay to the other company the respective portion of
                     the charge back within 10 days from the date of the charge
                     back.

              c.     The liability for charge backs for EPENZIO and HOME shall
                     continue for the length of term of the finance packages
                     of HOME's customers.

         5.   Third Party Non-Performance
              ---------------------------

                     Both EPENZIO and HOME agree that third party providers

                                       6
<PAGE>

                     referred to within are defined as those separate entities,
                     individuals, vendors, business groups, companies,
                     corporations or partnerships that provide products and/or
                     services for the seminars presented by HOME, and that such
                     third party providers are presenting products and/or
                     services at the above mentioned seminars. Also, both
                     parties agree that the terms non-performance or inadequate
                     performance relate to the performance which has been
                     contracted for, and subsequently has not been provided. In
                     the event that the third party went out of business and
                     could not perform, HOME would then undertake the
                     responsibility of performing under the contracts with
                     consumers, either themselves or arranging for another third
                     party. If HOME fails to provide these services as
                     specified, HOME will be responsible for the full amount of
                     any charge backs that occur from the failure to provide
                     these services in a timely manner. If HOME can not or does
                     not pay these charge backs to EPENZIO within 30 days, then
                     Scott shall be individually, personally, unconditionally
                     and jointly liable to pay EPENZIO the total amount of the
                     un-recovered referral fees in question. Should all such
                     potential resolutions fail to resolve the debt, Scott
                     agrees to pay the un-recovered referral fees to EPENZIO
                     within thirty days of notification from EPENZIO of the
                     failed resolutions.

         6.   Confidential and Proprietary Information.
              -----------------------------------------

                     In connection with the Joint Marketing Project, EPENZIO may
                     furnish and may reveal to HOME certain oral and written
                     confidential, proprietary and/or trade secret information
                     concerning EPENZIO and its products and/or services (the
                     "EPENZIO Proprietary Information"). Similarly, HOME may
                     furnish and may reveal to EPENZIO certain oral and written
                     confidential, proprietary and/or trade secret information
                     concerning HOME and its products and/or services (the "HOME
                     Proprietary Information"). The EPENZIO Proprietary
                     Information and the HOME Proprietary Information
                     (collectively the "Proprietary Information") may include,
                     without limitation, certain specifications, designs, plans,
                     drawings, hardware, software, data, prototypes, marketing
                     plans or techniques, identification or lists of vendors,
                     suppliers, mailing lists, list vendors and the like.. or
                     other business and technical information. As a condition to
                     providing such information, EPENZIO and HOME each agree, as
                     set forth below, to treat confidentially and to not
                     otherwise disclose, and to cause its respective directors,
                     officers, members, employees, representatives, agents and
                     advisors ( collectively the "Representatives") to treat
                     confidentially and to not otherwise disclose, the
                     Proprietary Information, whether such Proprietary
                     Information was furnished prior to, on or after the date of
                     this Agreement. In addition, for purposes of this
                     Agreement, "Proprietary Information" shall include, without
                     limitation, any discussions, summaries, analyses, studies,
                     compilations, or other documents or memorializations of or
                     relating to the Proprietary Information. All Proprietary
                     Information, in whatever form provided, shall remain the
                     property of the party furnishing such Proprietary
                     Information.

         7.   Compliance with Laws, Ordinances and Regulations.
              -------------------------------------------------

                     HOME, Scott, EPENZIO, Anderson and Crawford agree that they
                     will strictly comply with all federal, state and local
                     laws, ordinances and regulations in connection with any and
                     all work or services performed by them arising out of or
                     relating in any way to this Agreement and/or their business
                     relationships with each other. In the event HOME, Scott,

                                       7
<PAGE>

                     EPENZIO, Anderson or Crawford fail to do so, all
                     aforementioned parties may, in their sole discretion,
                     decide to terminate this Agreement forthwith, and to hold
                     all outstanding fees owed until a resolution can be found.
                     HOME and Scott hereby indemnify and hold EPENZIO, Anderson
                     and Crawford ham1less from any and all claims, complaints,
                     demands and/or damages arising out of or related in any way
                     to any failure on the part of HOME or Scott to comply with
                     all federal, state and local laws, ordinances and
                     regulations. Likewise, EPENZIO, Anderson and Crawford
                     hereby indemnify and hold HOME and Scott ham1less from any
                     and all claims, complaints, demands and/or damages arising
                     out of or related in any way to any failure on the part
                     of EPENZIO, Anderson or Crawford to comply with all
                     federal, state and local laws, ordinances and regulations.

         8.   Disclosures and/or Use of Proprietary Information.
              --------------------------------------------------

                     EPENZIO, Anderson, Crawford, HOME and Scott acknowledge and
                     agree that: (A) the Proprietary Information constitutes
                     valuable, special and unique property of EPENZIO and HOME;
                     (B) they may use the Proprietary Information for the sole
                     purpose of soliciting merchant accounts in connection with
                     the Joint Marketing Project only; (C) they shall not
                     disclose the Proprietary Information or any information
                     contained therein to any other corporation, person or
                     entity that is not a party to this agreement for any reason
                     or purpose whatsoever; (D) they shall not use the
                     Proprietary Information or any information contained
                     therein for any purpose other than the Joint Marketing
                     Project; (E) they shall not disclose or use the Proprietary
                     Information or any information contained therein; (F) they
                     shall not make copies of any written or computer-readable
                     Proprietary Information; and (a) they shall prevent the use
                     of the Proprietary Information by, and disclosure of the
                     information contained therein to, any corporation, person,
                     or entity that is not a party to this agreement.

         9.   Return of Proprietary Information.
              ----------------------------------

                     Within thirty days of receipt of written notice of
                     termination of the Joint Marketing Project, EPENZIO and
                     HOME shall deliver to each other all written or
                     computer-readable copies of the Proprietary Information,
                     letters and all other information, that is specific to the
                     other party's business, which are in their possession or
                     under their control, regardless of whether prepared by both
                     parties or by their affiliates.

         10.  Term of Agreement.
              ------------------

              A.     This agreement shall become effective on the date set forth
                     above and shall continue in effect for one year, unless
                     terminated sooner as provided herein. At the end of the
                     agreement, HOME and/or Scott Anderson may do business with
                     another merchant account provider, but EPENZIO has a right
                     of first refusal to match any other offer to HOME and/or
                     Scott Anderson to provide Merchant Account Services to the
                     customers of HOME and/or Scott Anderson

              B.     Both parties acknowledge that there is another
                     Confidentiality and Marketing Agreement dated July 21, 2000
                     that covers all relationships between the two parties up to
                     and including the date that this agreement is signed.


                                       8
<PAGE>

         11.  Termination of Agreement.
              -------------------------

                     Either party may terminate this Agreement for a material
                     breach of the terms of this Agreement at any time by giving
                     the other party written Notice of Termination ("Notice") at
                     least thirty (30) days prior to the effective date of
                     termination. Either party shall have the option of
                     preventing the termination of this Agreement by taking
                     corrective action that cures the material breach, if such
                     corrective action is taken prior to the end of the
                     aforementioned thirty (30) day time period. However, if
                     there is evidence that any material breach is caused by
                     fraud, forgery, or any other illegal act, either party may
                     tem1inate this Agreement by giving the other party written
                     Notice at least seven (7) days prior to the effective date
                     of termination.

         12.  Amendment & Waiver.
              -------------------

                     No modification or amendment hereof shall be valid and
                     binding, unless it be in writing and signed by the parties
                     hereto. The waiver of any provision hereof shall be
                     effective only if in writing and signed by the parties
                     hereto, and then only in the specific instance and for
                     the particular purpose for which it was given. No failure
                     to exercise, and no delay in exercising, any right or power
                     hereunder shall operate as a waiver thereof.

         13.  Enforcement of Agreement.
              -------------------------

                     This Agreement, and all disputes relating to this
                     Agreement, whether sounding in tort, contract or otherwise,
                     shall be governed and construed in accordance with the laws
                     of the State of Utah. All parties to this Agreement each
                     consent and submit to the personal jurisdiction of the
                     state and federal courts located in the State of Utah, and
                     waive their rights to contest personal jurisdiction. All
                     parties agree that any legal action filed by any party to
                     enforce the terms of this Agreement must be filed
                     exclusively in the Third Judicial District Court, for the
                     State of Utah, in Salt Lake City, Utah. In the event of a
                     dispute regarding this Agreement, the prevailing party
                     shall be entitled to an award of attorneys' fees and costs
                     from the non-prevailing party, regardless of whether the
                     dispute results in the filing of a lawsuit


         14.  Assignment.
              -----------

                     No party may assign its rights or duties under this
                     Agreement without the prior written consent of the other
                     parties.

         15.  Modification.
              -------------

                     No amendment or modification of this Agreement shall be
                     valid or binding on unless made in writing and signed by
                     each party.

         16.  Counterparts.
              -------------

                     This Agreement may be executed in as many counterparts as
                     may be deemed necessary or convenient. This Agreement, and



                                       9
<PAGE>

                     any modifications, waivers or notifications relating
                     thereto, may be executed and delivered by facsimile or
                     electronic mail. Any such facsimile or electronic mail
                     transmissions shall constitute the final agreement of the
                     parties and conclusive proof of such agreement.



     /s/                                                       10/11/00
-------------------------------------------              -----------------------
Paul S. Anderson, individually and as                    Date
President of and on behalf of EPENZIO



    /s/                                                        10/11/00
-------------------------------------------              -----------------------
Brad V. Crawford, individually and as                    Date
Chief Executive Officer of and on
behalf of EPENZIO


   /s/                                                         10/11/00
-------------------------------------------              -----------------------
Scott Anderson, individually and as                      Date
President and CEO of and on behalf
of H.O.M.E. Inc.

                                       10
<PAGE>