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

FUNDSXPRESS FINANCIAL
NETWORK, INC.
Plaintiff,

v.

DIGITAL INSIGHT
CORPORATION, ET AL.
Defendants.

DEFENDANTS' MOTION TO DISMISS FOR FAILURE TO STATE A CLAIM FOR RELIEF
PURSUANT TO RULE 12(b)(6)

TO THE HONORABLE SAM SPARKS, UNITED STATES DISTRICT JUDGE:

Defendants move the Court to dismiss for plaintiff's failure to state
a claim in Counts Two, Three and Seven of the Plaintiff's Second
Amended Complaint, showing the Court the following:

I.

Count Two of the Plaintiff's Second Amended Complaint should be
dismissed because it alleges a claim under California law, not Texas
law. Texas law is applicable to this case and should be applied to bar
the claim alleged in Count Two.

II.

Count Three of the Plaintiffs Second Amended Complaint should be
dismissed because it alleges a cause of action under California
law. Texas law is applicable to this case, and should be applied to
bar the claim alleged in Count Three.

III.

The Plaintiff's Second Amended Complaint fails to provide fair notice,
because it does not identify the separate defendants against whom the
claims are made. The Plaintiff's Second Amended Complaint should be
dismissed and the Court should require that plaintiff allege
sufficient facts to fairly inform each defendant of what is alleged
against that defendant in each count of the complaint.

Respectfully submitted,

CLARK, THOMAS & WINTERS,
A Professional Corporation
By: BARRY K. BISHOP
State Bar No. 02346000
P. O. Box 1148
Austin, Texas 78767-1148
(512) 472-8800
(512) 474-1129 fax

John W. Cotton
Aaron C. Gundzik
COTTON & GUNDZIK LLP
725 South Figueroa Street, 34th Floor
Los Angeles, California 90017
(213) 312-1330
(213) 623-6699 fax

ATTORNEYS FOR DEFENDANTS DIGITAL INSIGHT CORPORATION, ERIC EDWARDS,
RONALD GOFFMAN, JOHN DORMAN, VINCENT BRENNAN AND STEPHEN CRAIN


CERTIFICATE OF SERVICE

I hereby certify that a true and correct copy of the foregoing
document has been served on all counsel of record via ( )
hand-delivery, ( ) facsimile and/or (*) certified mail, return receipt
requested, on this 31 day of July, 2002:

R. James George, Jr.
Nanneska N. Hazel
George & Donaldson, L.L.P.
114 West 7th Street, Suite 1100
Austin,Texas 78701
(512) 499-0094 fax
Barry K. Bishop