IN THE UNITED STATES DISTRICT COURT
WESTERN DISTRICT OF TEXAS
AUSTIN DIVISION

FUNDSXPRESS FINANCIAL
NETWORK, INC.,
Plaintiff,

v.

DIGITAL INSIGHT CORPORATION,
JOHN DORMAN, VINCENT
BRENNAN, RONALD GOFFMAN,
ERIC EDWARDS, STEPHEN CRAIN
AND DOES 1 THRU 10, INCLUSIVE
AND EACH OF THEM
Defendants.

AFFIDAVIT OF JOHN W. COTTON IN SUPPORT OF DEFENDANTS' MOTION TO DISMISS

I, John W. Cotton, state:

1. The following facts are true of my personal knowledge. I am counsel
   to defendants in this action. If called upon to do so, I could and
   would competently testify to these facts.

2. The attached Employee Intellectual Property Assignment and
   Non-Disclosure Agreements ("NDA's") were provided to Digital
   Insight Corporation's ("Digital Insight") counsel in Kansas City,
   Missouri, Mr. Daniel L. McClain, who forwarded these FundsXpress
   documents to my firm on April 12, 2002. He received them directly
   from defendants Ronald Goffman ("Goffman") and Stephen Crain
   ("Crain"), who produced them to him from their personal files.

I declare under penalty of perjury under the law of the United States
of America that the forgoing is true and correct.

Executed this 30th day of July, 2002, in Los Angeles, California.

John W. Cotton