UNITED STATES DISTRICT COURT
F0R THE WESTERN DISTRICT OF TEXAS, AUSTIN DIVISION

FUNDSXPRESS FINANCIAL
NETWORK, INC., a Texas corporation,
Plaintiff,

v.

DIGITAL INSIGHT CORPORATION,
et al,
Defendants.

DEFENDANT DIGITAL INSIGHT CORPORATION'S RESPONSES TO DEMAND FOR
PRODUCTION OF DOCUMENTS PROPOUNDED BY FUNDSXPRESS FINANCIAL NETWORK,
INC.

TO PLAINTIFF FUNDSXPRESS FINANCIAL NETWORK, INC. AND ITS COUNSEL OF RECORD:

Pursuant to Rules 26 and 34 of the Federal Rules of Civil Procedure,
Defendant Digital Insight Corporation ("DI") responds and objects to
the first Demand for the Production of Documents (the "Request")
propounded by Plaintiff FundsXpress Financial Network, Inc. ("FX") as
follows:

Following receipt of the Request, DI has made a diligent and good
faith effort, among the voluminous records and materials it maintains,
to locate those documents responsive to the Request. The efforts of DI
in this regard are continuing. DI notes, however, that in the ordinary
course of its business, it did not necessarily classify, segregate or
file documents according to the same category of materials that are
described in the Request.

Many of the individual items in the Request are also described in
unduly vague terms and, in many instances, do not provide DI with
adequate indication or notice of materials actually requested. Without
such indication or notice, DI may not be able properly to frame a
direct and complete search of the records for responsive materials. If
these matters are subsequently clarified, DI may be able to search
for and produce additional responsive writings. This response and
subsequent production of documents, if any, are based upon the best
present awareness of DI concerning the location and control of the
files it has in its custody or control. Any such production is without
prejudice to, inter alia, the right of DI to use at trial or in any
other aspect of this proceeding, including any arbitration, any
subsequently discovered documents, or any documents which, although
presently in existence, have not been located or produced despite
diligent and good faith efforts.

The production of any document pursuant to the Request is not an
admission or acknowledgment that such document is relevant to the
subject matter of this action; is without prejudice to the right of DI
to contend at trial or at any other or subsequent proceeding,
including arbitration, in this action or otherwise that such document
is inadmissible, irrelevant, immaterial, or not the proper basis for
discovery, and without prejudice to or waiver of any objection to any
future use of such document which DI may be advised to make.

CONTINUING OBJECTIONS

DI objects to each of the requests to the extent that they fail to
"describe each item and category with reasonable particularity" as
required by Rule 34(b) of Federal Rules of Civil Procedure. DI objects
to each of the requests to the extent that they invade or seek to
infringe the attorney-client privilege, the work-product doctrine, or
any other protection or privilege accorded by law. DI will not produce
such privileged or protected materials.  DI objects to each of the
requests to the extent that they would seek the production of
materials already in FX's possession, or materials equally available to
DI and FX, on the grounds that they are burdensome, oppressive and
seemingly propounded for the purpose of harassment.


DI objects to each of the requests to the extent that they seek
proprietary and confidential information, trade secrets, confidential
information of third parties, confidential information regarding DI
employees, or information that is in any other respect private and
confidential.

By this reference, DI incorporates each and every general objection
set forth above and to each and every of its responses to a specific
request set forth below.

SPECIFIC REQUESTS

REQUEST FOR PRODUCTION NO. 1:

Those documents related to or concerning the corporate structure of
Digital Insight, and any amendment or revision thereto, since the
inception of Digital Insight, including any organization charts.

RESPONSE NO. 1:

DI objects to this request on the grounds that it is overly broad and
unduly burdensome and seeks documents that are not relevant to any
claim asserted in this action. DI further objects to this request on
the grounds that it seeks documents protected by the work-product
privilege and the attorney-client privilege.

Subject to and without waiving the foregoing objections, DI will
produce copies of organizational charts that it locates through a
reasonably diligent search. DI's corporate structure is described in
DI's publicly available Securities and Exchange Commission
filings.

REQUEST FOR PRODUCTION NO. 2:

All statements from individuals likely to have discoverable
information relevant to this lawsuit.

RESPONSE NO. 2:

DI objects to this request on the grounds that it is overly broad and
unduly burdensome. DI further objects to this request on the grounds
that it seeks documents protected by the work-product privilege and the
attorney-client privilege.

REQUEST FOR PRODUCTION NO. 3:

All documents related to or concerning communications, including all
electronic mail correspondence and attachments thereto, between you
and any person concerning or relating to FundsXpress, including
documents related to or concerning the Trade Secrets and Proprietary
Information. Include all subsequent routing information as contained
in email logs, and all document properties as contained in electronic
copies of documents.

RESPONSE NO. 3;

DI objects to this request on the grounds that it is overly broad and
unduly burdensome and seeks documents that are not relevant to any
claim asserted in this action.  DI further objects to this request on
the grounds that it seeks documents protected by the work-product
privilege and the attorney-client privilege.

Subject to and without waiving the foregoing objections, DI will
produce copies of non-privileged responsive documents relevant to the
claims asserted in this action that it locates through a reasonably
diligent search.

REQUEST FOR PRODUCTION NO 4.

All documents related to or concerning Digital Insight's relationship
with Crain, including any business or employment affiliations,
contracts, agreements, job positions, expense accounts, expense
reports, or travel records.

RESPONSE NO. 4:

DI objects to this request on the grounds that it is overly broad and
unduly burdensome and seeks documents that are not relevant to any
claim asserted in this action. DI further objects to this request on
the grounds that it seeks documents protected by the work-product
privilege and the attorney-client privilege. DI further objects to
this request on the grounds that compliance therewith would violate
Crain's right of privacy and California law as it relates to an
employer's obligation to maintain the confidentiality of information
concerning its employees.

REQUEST FOR PRODUCTION NO. 5:

A11 documents related to or concerning Digital Insight's relationship
with Dunn, including any business or employment affiliations,
contracts, agreements, job positions, expense accounts, expense
reports, or travel records.

RESPONSE NO. 5:

DI objects to this request on the grounds that it is overly broad and
unduly burdensome and seeks documents that are not relevant to any
claim asserted in this action. DI further objects to this request on
the grounds that it seeks documents protected by the work-product
privilege and the attorney-client privilege. DI further objects to
this request on the grounds that compliance therewith would violate
Dunn's right of privacy and California law as it relates to an
employer's obligation to maintain the confidentiality of information
concerning its employees.

REQUEST FOR PRODUCTION NO. 6:

All documents related to or concerning Digital Insight's relationship
with Edwards, including any business or employment affiliations,
contracts, agreements, job positions, expense accounts, expense
reports, or travel records.

RESPONSE NO. 6:

DI objects to this request on the grounds that it is overly broad and
unduly burdensome and seeks documents that are not relevant to any
claim asserted in this action. DI further objects to this request on
the grounds that it seeks documents protected by the work-product
privilege and the attorney-client privilege. DI further objects to
this request on the grounds that compliance therewith would violate
Edwards' right of privacy and California law as it relates to an
employer's obligation to maintain the confidentiality of information
concerning its employees.

REQUEST FOR PRODUCTION NO. 7:

All documents related to or concerning Digital Insight's relationship
with Goffman, including any business or employment affiliations,
contracts, agreements, job positions, expense accounts, expense
reports, travel records.

RESPONSE NO. 7:

DI objects to this request on the grounds that it is overly broad and
unduly burdensome and seeks documents that are not relevant to any
claim asserted in this action. DI further objects to this request on
the grounds that it seeks documents protected by the work-product
privilege and the attorney-client privilege. DI further objects to
this request on the grounds that compliance therewith would violate
Goffman's right of privacy and California law as it relates to an
employer's obligation to maintain the confidentiality of information
concerning its employees.

REQUEST FOR PRODUCTION NO. 8:

All documents related to or concerning Digital Insight's relationship
with Brennan, including any business or employment affiliations,
contacts, agreements, job positions, expense accounts, expense
reports, or travel records.

RESPONSE NO. 8:

DI objects to this request on the grounds that it is overly broad and
unduly burdensome and seeks documents that are not relevant to any
claim asserted in this action. DI further objects to this request on
the grounds that it seeks documents protected by the work-product
privilege and the attorney-client privilege. DI further objects to
this request on the grounds that compliance therewith would violate
Brennan's right of privacy and California law as it relates to an
employer's obligation to maintain the confidentiality of information
concerning its employees.

REQUEST FOR PRODUCTION NO. 9:

Your entire employment file concerning Crain.

RESPONSE NO. 9:

DI objects to this request on the grounds that it is overly broad and
unduly burdensome and seeks documents that are not relevant to any
claim asserted in this action. DI further objects to this request on
the grounds that it seeks documents protected by the work-product
privilege and the attorney-client privilege. DI further objects to
this request on the grounds that compliance therewith would violate
Crain's right of privacy and California law as it relates to an
employer's obligation to maintain the confidentiality of
information concerning its employees.

REQUEST FOR PRODUCTION NO. 10:

Your entire employment file concerning Dunn.

DI objects to this request on the grounds that it is overly broad and
unduly burdensome and seeks documents that are not relevant to any
claim asserted in this action. DI further objects to this request on
the grounds that it seeks documents protected by the work-product
privilege and the attorney-client privilege. DI further objects to
this request on the grounds that compliance therewith would violate
Dunn's right of privacy and California law as it relates to an
employer's obligation to maintain the confidentiality of information
concerning its employees.

REQUEST FOR PRODUCTION NO. 11:

Your entire employment file concerning Edwards.

RESPONSE NO. 11:

DI objects to this request on the grounds that it is overly broad and
unduly burdensome and seeks documents that are not relevant to any
claim asserted in this action. DI further objects to this request on
the grounds that it seeks documents protected by the work-product
privilege and the attorney-client privilege. DI further objects to this
request on the grounds that compliance therewith would violate
Edwards' right of privacy and California law as it relates to an
employer's obligation to maintain the confidentiality of information
concerning its employees.

REQUEST FOR PRODUCTION NO. 12:

Your entire employment file concerning Goffman:

RESPONSE NO. 12:

DI objects to this request on the grounds that it is overly broad and
unduly burdensome and seeks documents that are not relevant to any
claim asserted in this action. DI further objects to this request on
the grounds that it seeks documents protected by the work-product
privilege and the attorney-client privilege. DI further objects to
this request on the grounds that compliance therewith would violate
Goffman's right of privacy and California law as it relates to an
employer's obligation to maintain the confidentiality of information
concerning its employees.

REQUEST FOR PRODUCTION NO. 13:

Your entire employment file concerning Brennan.

RESPONSE NO. 13.

DI objects to this request on the grounds that it is overly broad and
unduly burdensome and seeks documents that are not relevant to any
claim asserted in this action. DI further objects to this request on
the grounds that it seeks documents protected by the work-product
privilege and the attorney-client privilege. DI further objects to
this request on the grounds that compliance therewith would violate
Brennan's right of privacy and California law as it relates to an
employer's obligation to maintain the confidentiality of information
concerning its employees.

REQUEST FOR PRODUCTION NO. 14:

All documents related to, reflecting the use of, or concerning,
including all copies of Goldmine Sales Management Contact Database,
as defined or identified in Plaintiff's First Amended Complaint.

RESPONSE NO. 14:

DI objects to this request on the grounds that it is vague and
ambiguous and seeks documents protected by the attorney-client and
work product privileges. Subject to and without waiving the foregoing
objections, DI will produce copies of non-privileged, responsive
documents relevant to the claim or defense of any party to this action
that it locates through a reasonably diligent search.

REQUEST FOR PRODUCTION NO. 15:

All documents related to, reflecting the use of, or concerning,
including all copies of FundsXpress sales pipeline reports, as defined
or identified in Plaintiff's First Amended Complaint.

RESPONSE NO. 15:

DI objects to this request on the grounds that it is vague and
ambiguous and seeks documents protected by the attorney-client and
work product privileges. Subject to and without waiving the foregoing
objections, DI will produce copies of non-privileged, responsive
documents relevant to the claim or defense of any party to this
action that it locates through a reasonably diligent search.

REQUEST FOR PRODUCTION NO. 16:

All documents related to, reflecting the use of, or concerning,
including all copies of Pricing Suite, as defined or identified in
Plaintiff's First Amended Complaint.

RESPONSE NO. 16:

DI objects to this request on the grounds that it is vague and
ambiguous and seeks documents protected by the attorney-client and
work product privileges. Subject to and without waiving the foregoing
objections, DI will produce copies of non-privileged responsive
documents relevant to the claim or defense of any party to this
action that it locates through a reasonably diligent search.

REQUEST FOR PRODUCTION NO. 17:

All documents related to, reflecting the use of, or concerning,
including all copies of FundsXpress Account Aggregation images, which
contain screen shots of the product screens under development that a
customer would view once the product was released.

RESPONSE NO. 17:

DI objects to this request on the grounds that it is vague and
ambiguous and seeks documents protected by the attorney-client and
work product privileges. Subject to and without waiving the foregoing
objections, DI will produce copies of non-privileged, responsive
documents relevant to the claim or defense of any party to this
action that it locates through a reasonably diligent search.

REQUEST FOR PRODUCTION N0. 18:

All documents related to, reflecting the use of, or concerning,
including all copies of a brochure entitled "FX Lending."

RESPONSE NO. 18:

DI objects to this request on the grounds that it is vague and
ambiguous and seeks documents protected by the attorney-client and
work product privileges. Subject to and without waiving the foregoing
objections, DI will produce copies of non-privileged, responsive
documents relevant to the claim or defense of any party to this action
that it locates through a reasonably diligent search

REQUEST FOR PRODUCTION NO. 19:

All documents related to, reflecting the use of, or concerning,
including all copies of FundsXpress' document called the
"Shazam/FundsXpress Memorandum of Agreement."

RESPONSE NO. 19:

DI objects to this request on the grounds that it is vague and
ambiguous and seeks documents protected by the attorney-client and
work product privileges. Subject to and without waiving the foregoing
objections, DI will produce copies of non-privileged, responsive
documents relevant to the claim or defense of any party to this
action that it locates through a reasonably diligent search.

REQUEST FOR PRODUCTION NO 20:

All documents related to, reflecting the use of, or concerning,
including all copies FundsXpress' detailed list of core processors
supported by FundsXpress including pricing and feature/functionally
detailing real-time, batch and multi-batch capabilities.

RESPONSE NO. 20:

DI objects to this request on the grounds that it is vague and
ambiguous and seeks documents protected by the attorney-client and
work product privileges. Subject to and without waiving the foregoing
objections, DI responds that after conducting a reasonably diligent
search, it has no documents responsive to this request within its
possession, custody or control.

REQUEST FOR PRODUCTION NO. 21:

All documents related to, reflecting the use of, or concerning,
including all copies of the schedule to the standard FundsXpress
Memorandum of Agreement for providing Internet banking through
specific real-time core processing interfaces.

RESPONSE NO. 21:

DI objects to this request on the grounds that it is vague and
ambiguous and seeks documents protected by the attorney-client and
work product privileges. Subject to and without waiving the foregoing
objections, DI will produce copies of non-privileged, responsive
documents relevant to the claim or defense of any party to this
action that it locates through a reasonably diligent search.

REQUEST FOR PRODUCTION NO. 22:

All documents related to, reflecting the use of, or concerning,
including all copies of the FundsXpress document called "the
FundsXpress Memorandum of Agreement."

RESPONSE NO. 22.

DI objects to this request on the grounds that it is vague and
ambiguous and seeks documents protected by the attorney-client and
work product privileges. Subject to and without waiving the foregoing
objections, DI will produce copies of non-privileged, responsive
documents relevant to the claim or defense of any party to this action
that it locates through a reasonably diligent search.

REQUEST FOR PRODUCTION NO. 23:

All documents related to, reflecting the use of, or concerning,
including all copies of the FundsXpress document called "Cash
Management Outline."

RESPONSE NO. 23:

DI objects to this request on the grounds that it is vague and
ambiguous and seeks documents protected by the attorney-client and
work product privileges. Subject to and without waiving the foregoing
objections, DI will produce copies of non-privileged, responsive
documents relevant to the claim or defense of any party to this action
that it locates through a reasonably diligent search.

REQUEST FOR PRODUCTION NO. 24:

All documents related to, reflecting the use of, or concerning,
including all copies of the FundsXpress internal development document
called "CM Projected Completion Dates."

RESPONSE NO. 24:

DI objects to this request on the grounds that it is vague and
ambiguous and seeks documents protected by the attorney-client and
work product privileges. Subject to and without waiving the foregoing
objections, DI will produce copies of non-privileged, responsive
documents relevant to the claim or defense of any party to this
action that it locates through a reasonably diligent search.

REQUEST FOR PRODUCTION NO. 25:

All documents related to, reflecting the use of, or concerning,
including all copies of the FundsXpress document called "Functional
Overview."

RESPONSE N0. 25:

DI objects to this request on the grounds that it is vague and
ambiguous and seeks documents protected by the attorney-client and
work product privileges. Subject to and without waiving the foregoing
objections, DI will produce copies of non-privileged, responsive
documents relevant to the claim or defense of any party to this action
that it locates through a reasonably diligent search.

REQUEST FOR PRODUCTION NO. 26:

All documents related to, reflecting the use of, or concerning,
including all copies of a static screen shot of FundsXpress' online
banking "Welcome-register" page that is under development for release
later this year.

RESPONSE NO. 26:

DI objects to this request on the grounds that it is vague and
ambiguous and seeks documents protected by the attorney-client and
work product privileges. Subject to and without waiving the foregoing
objections, DI will produce copies of non-privileged, responsive
documents concerning the "Welcome register" page that is referenced in
Exhibit 7 to the Second Amended Complaint and relevant to the claim
or defense of any party to this action that it locates through a
reasonably diligent search.

REQUEST FOR PRODUCTION N0. 27:

All documents related to, reflecting the use of, or concerning,
including all copies of a spreadsheet from the FundsXpress Goldmine
database that contains key information such as information gathered
by FundsXpress over the last five years from virtually every
financial institution in the country.

RESPONSE NO. 27:

DI objects to this request on the grounds that it is vague and
ambiguous and seeks documents protected by the attorney-client and
work product privileges. DI objects to this request on the grounds
that it is overly broad. DI further objects to this request on the
grounds that the term "key information" is vague and ambiguous. DI
further objects to this request on the grounds that the term
"virtually every" is vague and ambiguous.

Subject to and without waiving the foregoing objections, DI will
produce a copy of the material identified in Exhibit 7 to the Second
Amended Complaint, within its possession, custody or control that may
have originally come from plaintiff's Goldmine, which is the only
non-privileged responsive document that it has been able to locate
after a reasonably diligent search.

REQUEST FOR PRODUCTION NO. 28:

All documents related to, reflecting the use of, or concerning,
including all copies of a CD-Rom titled "Guide to Internet Banking."

RESPONSE NO. 28:

DI objects to this request on the grounds that it is vague and
ambiguous and seeks documents protected by the attorney-client and
work product privileges. Subject to and without waiving the foregoing
objections, DI will produce a photocopy of the CD-Rom in question
which is the only non-privileged responsive document that it has been
able to locate after a reasonably diligent search, and make the
original available for inspection by plaintiff at a mutually
convenient time and place.

REQUEST FOR PRODUCTION NO. 29:

All documents related to, reflecting the use of, or concerning,
including all copies of a CD-Rom titled "Client Executive Website
10-2-00."

RESPONSE NO. 29:

DI objects to this request on the grounds that it is vague and
ambiguous and seeks documents protected by the attorney-client and
work product privileges. Subject to and without waiving the foregoing
objections, DI will produce a photocopy of the CD-Rom in question
which is the only non-privileged responsive document that it has
been able to locate after a reasonably diligent search and make the
original available for inspection by plaintiff at a mutually
convenient time and place.

REQUEST FOR PRODUCTION NO, 30:

All documents related to, reflecting the use of, or concerning,
including all copies of a FundsXpress marketing folder containing
miscellaneous promotional literature.

RESPONSE NO. 30:

DI objects to this request on the grounds that it is vague and
ambiguous and seeks documents protected by the attorney-client and
work product privileges. DI objects to this request on the grounds
that the term "a FundsXpress marketing folder containing miscellaneous
promotional literature" is vague and ambiguous.

Subject to and without waiving the foregoing objections, DI will
produce a copy of the item identified in Exhibit 7 to the Second
Amended Complaint as "FundsXpress marketing folder," which is the only
non-privileged responsive document that it has been able to locate
after a reasonably diligent search.

REQUEST FOR PRODUCTION NO. 31:

All documents related to, reflecting the use of, or concerning,
including all copies of lists of FundsXpress client financial
institutions.

RESPONSE NO. 31:

DI objects to this request on the grounds that it is vague and
ambiguous and seeks documents protected by the attorney-client and
work product privileges. DI objects to this request on the grounds
that it is vague, ambiguous, and overly broad.

Subject to and without waiving the foregoing objections, DI will
produce a copy of the "undated listing of FundsXpress customers"
identified in Exhibit 7 to the Second Amended Complaint.

REQUEST FOR PRODUCTION NO. 32:

All documents related to, reflecting the use of, or concerning
financial projections for Digital Insight created from January 1999 to
the present, including any documents concerning Digital Insight's
anticipated market share of the Internet Banking Services for
Financial Institutions.

RESPONSE NO. 32:

DI objects to this request on the grounds that it is overly broad and
seeks documents and information that are irrelevant to the claims
asserted in this Action.

REQUEST FOR PRODUCTION NO. 33:

All documents related to, reflecting the use of, or concerning Digital
Insight prices for Internet Banking Services, including all price
lists, from January 2000 to the present.

RESPONSE NO. 33:

DI objects to this request on the grounds that it is overly broad and
seeks documents that are not relevant to any claim asserted in this
action. DI further objects on the grounds that it seeks nonpublic,
confidential information.

Subject to and without waiving the foregoing objections, DI will
produce copies of DI price lists for the relevant time period that it
locates through a reasonably diligent search.

REQUEST FOR PRODUCTION NO. 34:

All documents related to, reflecting the use of, or concerning Digital
Insight's financial performance including number of financial
institutions sold and products each purchased for each sales quarter
from January 2000 to the present.

RESPONSE NO. 34.:

DI objects to this request on the grounds that it is overly broad,
vague, and ambiguous and seeks documents that are not relevant to any
claim asserted in this action. DI further objects on the grounds that
it seeks non-public, confidential information.

Subject to and without waiving the foregoing objections, DI will
produce copies of its annual reports and quarterly earnings releases
for the relevant period.

REQUEST FOR PRODUCTION NO. 35:

Digital Insight's general ledger and detailed chart of accounts from
January 2001 to the present.

RESPONSE NO. 35:

DI objects to this request on the grounds that it is overbroad and
seeks documents and information that is not relevant to any claim
asserted in this action. DI further objects to this request on the
grounds that it seeks documents that are confidential.

REQUEST FOR PRODUCTION NO. 36:

All audit reports, financial statements, or any other documents,
statements or reports related to Digital Insight's assets,
liabilities, or financial condition.

RESPONSE NO. 36:

DI objects to this request on the grounds that it is overly broad,
vague, and ambiguous and seeks documents that are not relevant to any
claim asserted in this action. DI further objects on the grounds that
it seeks non-public, confidential information. Subject to and without
waiving the foregoing objections, DI will produce copies of its annual
reports and quarterly earnings releases for the relevant period

REQUEST FOR PRODUCTION NO. 37:

All postings on Digital Insight's Intranet or computer network,
related to, concerning, or reflecting the Trade Secrets and
Proprietary Information.

RESPONSE NO. 37:

Subject to and without waiving the foregoing objections, DI will
produce copies of non-privileged, responsive documents relevant to the
claim or defense of any part to this action that it locates through a
reasonably diligent search.

REQUEST FOR PRODUCTION NO. 38:

A site index of all web pages, directories and documents available for
download on Digital Insight's Intranet or other internal
networks.

RESPONSE NO. 38:

DI objects to this request on the grounds that it is overly broad,
vague, and unduly burdensome and seeks documents that are not
relevant to any claim asserted in this action.

REQUEST FOR PRODUCTION NO. 39:

A complete list of number of hits by each employee or IP address of
all web pages, directories and documents available for download on
Digital Insight's Intranet or other internal networks.

RESPONSE NO. 39:

DI objects to this request on the grounds that it is overly broad and
unduly burdensome seeks documents that are not relevant to any claim
asserted in this action.

Subject to and without waiving the foregoing objections, DI will
produce responsive documents concerning the materials identified in
Request 37.

REQUEST FOR PRODUCTION NO. 40:

Each version, from January 1, 1999 to the present, of Digital Insight's
system used that is analogous to FundsXpress' Goldmine Sales
Management Contact Database, as defined or identified in Plaintiff,
First Amended Complaint.

RESPONSE NO. 40:

DI objects to this request on the grounds that the term "analogous to
FundsXpress' Goldmine sales Management Contact Database" is vague and
ambiguous.

DI also object to this request on the grounds that compliance
therewith would be unduly burdensome in that DI's Pivotal database
contains approximately 3.2 megabytes of information, most of which
is not relevant to any claim or defense of any party.

REQUEST FOR PRODUCTION NO. 41:

Each version, from January 1, 1999 to the present, of Digital Insight's
documents and reports analogous to FundsXpress' Goldmine Sales
Management Contact Database, as defined or identified in Plaintiff's
First Amended Complaint.

RESPONSE NO. 41:

DI objects to this request on the ground; that the term "analogous to
FundsXpress' Goldmine sales Management Contact Database" is vague and
ambiguous. DI also object to this request on the grounds that
compliance therewith would be unduly burdensome in that DI's Pivotal
database contains approximately 3.2 megabytes of information, most of
which is not relevant to any claim or defense of any party. Further,
Pivotal is programmed to produce more than 1500 different types of
reports.

REQUEST FOR PRODUCTION NO. 42

Each version, from January 1, 1999 to the present, of Digital
Insight's documents or reports analogous to FundsXpress' sales
pipeline reports, as defined or identified in Plaintiff's First
Amended Complaint.

RESPONSE NO. 42:

DI objects to this request on the grounds that the term "analogous to
FundsXpress' sales pipeline reports" is vague and ambiguous. DI
further objects on the grounds that the request seeks documents that
are not relevant to any claim or defense of any party.

Without waiving the forgoing objections, DI responds that it cannot
generate old versions of quarterly sales pipeline reports as the data
is continuously updated, rendering old reports obsolete, and therefore
it has no responsive relevant documents in its possession, custody or
control.

REQUEST FOR PRODUCTION NO. 43:

Each version, from January 1, 1999 to the present, of Digital
Insight's documents or lists analogous to Pricing Suite, as defined
or identified in Plaintiff's First Amended Complaint.

RESPONSE NO. 43:

DI objects to this request on the grounds that the term "analogous to
Pricing Suite" is vague and ambiguous. DI hereby incorporates its
response to Request for Production No 33.

REQUEST FOR PRODUCTION NO. 44:

Each version, from January 1, 1999 to the present, of Digital
Insight's documents or images analogous to FundsXpress' Account
Aggregation images, which contain screen shots of the product screens
under development that a customer would view once the product was
released.

RESPONSE NO. 44:

DI objects to this request on the grounds that the term "analogous to
FundsXpress' Account Aggregation images" is vague and ambiguous. DI
further objects on the grounds that the request seeks documents that
are not relevant to any claim or defense of any party.

Without waiving the forgoing objections, DI responds that a
demonstration of its account aggregation product is available on its
website at www.digitalinsight.com.

REQUEST FOR PRODUCTION NO. 45:

Each version, from January 1, 1999 to the present, of Digital
Insight's brochures analogous to FundsXpress' brochure entitled "FX
Lending," which contains product information and screen shots of the
FundsXpress Lending System under development.

RESPONSE NO. 45:

DI objects to this request on the grounds that the term "analogous to
FundsXpress' brochure entitled "FX Lending" is vague and ambiguous. DI
further objects on the grounds that the request seeks documents that
are not relevant to any claim or defense of any party.

Without waiving the forgoing objections, DI responds that it will
produce a copy of its current lending product brochure.

REQUEST FOR PRODUCTION NO. 46:

Each version, from January 1, 1999 to the present, of Digital
Insight's analogous to FundsXpress' document called the
"Shazam/FundsXpress Memorandum of Agreement" (FundsXpress enters into
this agreement with financial institutions that belong to the Shazam
EFT network. The document contains the essential contract details
including pricing, timeframes, feature/functionally schedules and the
financial institution contacts).

RESPONSE NO. 46:

DI responds that it has no responsive documents within its possession,
custody or control.

REQUEST FOR PRODUCTION NO. 47:

Each version, from January 1, 1999 to the present, of Digital
Insight's lists analogous to FundsXpress' detailed list of core
processors supported by FundsXpress including pricing and
feature/functionally detailing real-time, batch and multi-batch
capabilities and installation timeframes.

RESPONSE NO. 47:

DI objects to this request on the grounds that the term "analogous to
FundsXpress' detailed list of core processors supported by FundsXpress
including pricing and feature/functionally detailing real-time, batch
and multi-batch capabilities and installation timeframes" is vague and
ambiguous. DI further objects on the grounds that the request seeks
documents that are not relevant to any claim or defense of any party.

Without waiving the forgoing objections, DI responds that it will
produce a list of core processors for which it can provide interfaces
to its products.

REQUEST FOR PRODUCTION NO. 48:

Each version, from January 1, 1999 to the present, of Digital Insight's
documents or schedules analogous to FundsXpress' schedule to the
standard FundsXpress Memorandum of Agreement for providing Internet
banking through specific real-time core processing interfaces; the
FundsXpress document contains service level commitments, pricing,
features/functionally and installation timeframes.

RESPONSE NO. 48:

DI objects to this request on the grounds that the term "analogous to
FundsXpress' schedule to the standard FundsXpress Memorandum of
Agreement for providing Internet banking through specific realtime
core processing interfaces; the FundsXpress document contains service
level commitments, pricing, features/functionally and installation
timeframes" is vague and ambiguous in that DI has not seen such a
document. DI further objects on the grounds that the request seeks
documents that are not relevant to any claim or defense of any party.

Without waiving the forgoing objections, DI responds that it has no
responsive documents within its possession, custody or control.

REQUEST FOR PRODUCTION NO. 49:

Each version, from January 1, 1999 to the present, of Digital
Insight's documents analogous to FundsXpress' document called "the
FundsXpress Memorandum of Agreement" that FundsXpress executes with
financial institutions to begin the relationship.

RESPONSE: NO. 49:

DI objects to this request on the grounds that the term "analogous to
FundsXpress' document called 'the FundsXpress Memorandum of
Agreement'" is vague and ambiguous. DI further objects on the grounds
that the request seeks documents that are not relevant to any claim or
defense of any party.

Without waiving the forgoing objections, DI responds that it has no
responsive documents within its possession, custody or control.

REQUEST FOR PRODUCTION NO. 50:

Each version, from January 1, 1999 to the present, of Digital
Insight's documents analogous to FundsXpress' document called "Cash
Management Outline," which contains feature/functionally and delivery
timeframes for FundsXpress' new cash management system under
development.

RESPONSE NO. 50;

DI objects to this request on the grounds that the term "analogous to
FundsXpress' document called 'Cash Management Outline,' which contains
feature/functionally and delivery timeframes for FundsXpress' new cash
management system under development" is vague and ambiguous. DI
further objects on the grounds that the request seeks documents that
are not relevant to any claim or defense of any party.

Without waiving the forgoing objections, DI responds that it will
produce copies of documents that set forth anticipated development
timeframes for AMS Cash Management that it locates after conducting a
reasonably diligent search.

REQUEST FOR PRODUCTION NO. 51:

Each version, from January 1, 1999 to the present, of Digital
Insight's documents analogous to FundsXpress' internal development
document called "CM Projected Completion Dates," which outlines the
completion timeframes and phasing of different modules of the new
FundsXpress cash management system under development.

RESPONSE NO. 51:

DI objects to this request on the grounds that the term "analogous to
FundsXpress' internal development document called 'CM
Projected Completion Dates,' which outlines the completion timeframes
and phasing of different modules of the new FundsXpress cash
management system under development" is vague and ambiguous. DI
further objects on the grounds that the request seeks documents that
are not relevant to any claim or defense of any party.

Without waiving the forgoing objections, DI responds that it will
produce copies of documents that set forth anticipated development
timeframes for AMS Cash Management that it locates after conducting a
reasonably diligent search.

REQUEST FOR PRODUCTION NO. 52:

Each version, from January 1, 1999 to the present, of Digital
Insight's documents analogous to FundsXpress' document called
"Functional Overview" that is used by the FundsXpress development
teams to develop functional specifications for new products and
features.

RESPONSE N0. 52:

DI objects to this request on the grounds that the term "analogous to
FundsXpress' document called 'Functional Overview' that is used by the
FundsXpress development teams to develop functional specifications for
new products and features" is vague and ambiguous DI further objects
on the grounds that the request seeks documents that are not relevant
to any claim or defense of any party.

Without waiving the forgoing objections, DI responds that it will
produce copies of documents that set forth anticipated development
timeframes for AXIS Cash Management that it locates after conducting a
reasonably diligent search.

REQUEST FOR PRODUCTION NO. 53:

Each version, from January 1, 1999 to the present, of Digital
Insight's documents or screen shots analogous to FundsXpress' static
screen shot of FundsXpress online banking "Welcome-register" page that
is under development for release later this year.

RESPONSE NO. 53:

DI objects to this request on the grounds that the term "analogous to
FundsXpress' static screen shot of FundsXpress online banking
'Welcome-register' page that is under development for release later
this year" is vague and ambiguous DI further objects on the grounds
that the request seeks documents that are not relevant to any claim or
defense of any party.

Without waiving the forgoing objections, DI responds that views of its
"Welcome-register" pages can be seen on its website at
www.digitalinsight.corm.

REQUEST FOR PRODUCTION NO. 54:

Each version, from January 1, 1999 to the present, of Digital
Insight's documents or spreadsheets analogous to FundsXpress'
spreadsheet from the FundsXpress Goldmine database that contains key
information such as information gathered by FundsXpress over the last
five years from virtually every financial institution in the country
concerning who they use as their Internet banking vendor (or when they
plan to implement Internet Banking) and their current core processor.

RESPONSE NO. 54:

DI objects to this request on the grounds that the term "analogous to
FundsXpress' spreadsheet from the FundsXpress Goldmine database that
contains key information such as information gathered by FundsXpress
over the last five years from virtually every financial institution in
the country concerning who they use as their Internet banking vendor
(or when they plan to implement Internet Banking) and their current
core processor" is vague and ambiguous. DI further objects that to the
extent this request seeks all information contained in its Pivotal
database, it is overbroad and compliance therewith would be unduly
burdensome.

REQUEST FOR PRODUCTION NO. 55:

Each version, from January 1, 1999 to the present, of Digital
Insight's documents or guides analogous to the information contained
in FundsXpress' CD-Rom titled "Guide to Internet Banking" which is a
complete guide to help financial institutions determine their level of
desired feature/functionally of the FundsXpress Internet banking
system.

RESPONSE NO. 55:

DI objects to this request on the grounds that the term "documents or
guides analogous to the information contained in FundsXpress' CD-Rom
titled 'Guide to Internet Banking' which is a complete guide to help
financial institutions determine their level of desired
feature/functionally of the FundsXpress Internet banking system" is
vague and ambiguous. DI further objects on the grounds that the
request seeks documents that are not relevant to any claim or defense
of any party.

Without waiving the forgoing objections, DI responds that after
conducting a reasonably diligent search, it has no responsive
documents within its possession, custody or control.

REQUEST FOR PRODUCTION NO. 56:

Each version, from January l, l999 to the present, of Digital
Insight's documents or performance-related data from financial
institutions analogous to the information contained in FundsXpress'
CD-Rom titled "Client Executive Website 10-2-00," which contains a
vast amount of proprietary performance-related data from financial
institutions.

RESPONSE NO. 56:

DI objects to this request on the grounds that the term "analogous to
the information contained in FundsXpress' CD-Rom titled 'Client
Executive Website 10-2-00,' which contains a vast amount of
proprietary performance-related data from financial institutions" is
vague and ambiguous. DI further objects on the grounds that the
request seeks documents that are not relevant to any claim or defense
of any party.

Without waiving the forgoing objections, DI responds that after
conducting a reasonably diligent search, it has no responsive
documents within its possession, custody or control.

REQUEST FOR PRODUCTION NO. 57:

Each version, from January 1, 1999 to the present, of Digital
Insight's documents or marketing, materials analogous to the
information contained in FundsXpress' marketing folder, as identified
in paragraph 39 of FundsXpress' First Amended Complaint.

RESPONSE NO. 57:

DI objects to this request on the grounds that the term "marketing
materials analogous to the information contained in FundsXpress'
marketing folder, as identified in paragraph 39 of FundsXpress' First
Amended Complaint" is vague and ambiguous. DI further objects on the
grounds that the request seeks documents that are not relevant to any
claim or defense of any party.

Without waiving the forgoing objections, DI responds that after
conducting a reasonably diligent search, it will produce all
responsive documents within its possession, custody or control.

REQUEST FOR PRODUCTION NO. 58:

Each version, from January 1, 1999 to the present, of Digital
Insight's detailed client financial institution lists analogous to
FundsXpress' detailed list of client financial institutions, as
identified in paragraph 39 of FundsXpress First Amended Complaint.

RESPONSE NO. 58:

DI objects to this request on the grounds that the term "analogous to
FundsXpress' detailed list of client financial institutions, as
identified in paragraph 39 of FundsXpress' First Amended Complain " is
vague and ambiguous. DI further objects on the grounds that the
request seeks documents that are not relevant to any claim or defense
of any party.

Without waiving the forgoing objections, DI responds that it will
produce a listing of new customers since January 2000.

REQUEST FOR PRODUCTION NO. 59:

All Digital Insight client lists or client rosters on a quarterly
basis from January 1, 1999 to the present.

RESPONSE NO. 59:

DI objects to this request on the grounds that the request is overly
broad and vague.

Subject to and without waiving the foregoing objections, DI responds
that it will produce a listing of new customers since January 2000.

REQUEST FOR PRODUCTION NO. 60:

All documents Digital Insight has ever provided to financial
Institutions, or referenced or relied on in its communications with
Financial Institutions, concerning FundsXpress.

RESPONSE NO. 60:

DI objects to this request on the grounds that the request is overly
broad, vague and ambiguous. DI further objects that the request seeks
information not likely to lead to the discovery of documents relevant
to the claim or defense of any party to this action.

Subject to and without waiving the foregoing objections, DI will
produce copies of non-privileged, documents relevant to the claim or
defense of any party to this action that it locates through a
reasonably diligent search.

REQUEST FOR PRODUCTION NO 61:

All documents related to or concerning each service, including
Internet Banking Services, offered by Digital Insight to Financial
Institutions.


RESPONSE NO. 61:

DI objects to this request on the grounds that the request is overly
broad, vague, and ambiguous. DI further objects that the request seeks
information not likely to lead to the discovery of documents relevant
to the claim or defense of any party to this action.

Subject to and without waiving the foregoing objections, DI will
produce copies of non-privileged, documents that list the services
offered by DI.

REQUEST FOR PRODUCTION NO. 62:

All documents related to or concerning each service, including Internet
Banking Services, either offered or planned to be offered by Digital
Insight to Financial Institutions since January 2000.

RESPONSE NO. 62:

DI objects to this request on the grounds that the request is overly
broad and vague and that compliance therewith would be unduly
burdensome. DI also objects that the request seeks information not
likely to lead to the discovery of documents relevant to the claim or
defense of any party to this action. DI further objects that the
request seeks confidential information and trade secrets.

Without waiving the forgoing objections, DI will produce the same
documents it will produce in response to Request No. 61.

REQUEST FOR PRODUCTION NO. 63:

All documents related to or concerning Financial Institution accounts,
clients, or customers Digital Insight secured or retained from January
2001 to the present.

RESPONSE NO. 63:

DI objects to this request on the grounds that the request is overly
broad and vague. DI further objects that the request seeks information
not likely to lead to the discovery of documents relevant to the claim
or defense of any party to this action. DI further objects on the
grounds that the request seeks confidential information regarding
third parties.

Subject to and without waiving the foregoing objections, DI responds
that it will produce a list identifying new customers for the relevant
time period.

REQUEST FOR PRODUCTION NO. 64:

All documents related to or concerning your net worth, including your
federal income tax returns for the last three (3) years.

RESPONSE NO. 64:

DI objects to this request on the grounds that the request is overly
broad and compliance therewith would be unduly burdensome. DI also
objects on the grounds it seeks documents that are privileged and
confidential. DI further objects that the request seeks information
not likely to lead to the discovery of documents relevant to the claim
or defense of any party to this action.

Subject to and without waiving the foregoing objections, DI will
produce copies of its annual reports for 2000 and 2001.

REQUEST FOR PRODUCTION NO. 65:

Any document related to or concerning FundsXpress.

RESPONSE NO. 65:

DI objects to this request on the grounds that the request is overly
broad and compliance therewith would be unduly burdensome. DI further
objects that the request seeks information not likely to lead to the
discovery of documents relevant to the claim or defense of any party
to this action.

Subject to and without waiving the foregoing objections, DI will
produce copies of non-privileged, documents relevant to the claim or
defense of any party to this action that it locates through a
reasonably diligent search.

REQUEST FOR PRODUCTION NO. 66:

All documents concerning Digital Insight's policies related to Digital
Insight's protection of its confidential or proprietary information or
trade secrets. This request includes all Digital Insight employment
contracts requiring employee confidentiality or protection of Digital
Insight confidential or proprietary information or trade secrets
including a listing of all Financial Institutions who have signed a
confidentiality agreement.

RESPONSE NO. 66:

DI objects to this request on the grounds that it is overly broad and
unduly burdensome and seeks documents not relevant to any claim or
defense. DI further objects on the grounds that the request seeks to
violate its employees' right of privacy.

Subject to and without waiving the foregoing objections, DI will
produce copies of non-privileged documents that set forth
its confidentiality and security policies.

REQUEST FOR PRODUCTION NO. 67:

All documents related to Digital Insight's gathering or receipt of
information about Digital Insight competitors.

RESPONSE NO. 67:

DI objects to this request on the grounds that it is overly broad and
unduly burdensome. DI further objects on the grounds that it seeks
documents that are not relevant to any claim or defense of any party.

Subject to and without waiving the foregoing objections, DI will
produce copies of non-privileged, documents relevant to the claim or
defense of any party to this action that it locates through a
reasonably diligent search.

REQUEST FOR PRODUCTION NO. 68:

All documents that provide the identity of Digital Insight's trade
secrets. This Request does not seek disclosure of information
constituting Digital Insight's trade secrets.

RESPONSE NO. 68:

DI objects to this request on the grounds that it is overly broad and
unduly burdensome. DI further objects on the grounds that the terms
"identity of Digital Insight's trade secrets" and "information
constituting Digital Insight's trade secrets" are vague and do not
have mutually exclusive meanings.

Subject to and without waiving the forgoing objections, DI responds
that it has no responsive documents in its possession, custody or
control.

REQUEST FOR PRODUCTION NO. 69:

All documents reflecting the reasons for the prices and the prices
Digital Insight charged financial institutions for Internet Banking
Services from January 1, 2000 to the present, including any deviations
from your pricing list.

RESPONSE NO. 69:

DI objects to this request on the grounds that it is vague, ambiguous
and overly broad and compliance therewith would be unduly
burdensome. DI further objects on the grounds that it seeks documents
that are not relevant to any claim or defense of any party.

REQUEST FOR PRODUCTION NO. 70:

If Digital Insight changed any prices it charged financial
institutions for Internet Banking Services from January 1, 2000 to the
present, all documents related to or concerning Digital Insight's
rationale for changing such prices.

RESPONSE NO. 70:

DI objects to this request on the grounds that it is overly broad
and compliance therewith would be unduly burdensome. DI further
objects on the grounds that it seeks documents that are not relevant
to any claim or defense of any party.

REQUEST FOR PRODUCTION NO. 71:

A listing of all contracting financial institutions including each
product purchased with up-front and recurring prices it charged the
financial institution for Internet Banking Se~rices from January 1,
2000 to the present, all documents related to or concerning Digital
Insight's rationale or reasoning for charging such prices.

RESPONSE N0. 71:

DI objects to this request on the grounds that it is overly broad and
compliance therewith would be unduly burdensome. DI further objects on
the grounds that it seeks documents that are not relevant to any claim
or defense of any party.

Subject to and without waiving the foregoing objections, DI will
produce a listing of new customers since January 2000, and the
products they purchased.

REQUEST FOR PRODUCTION NO. 72:

Each version, from January 1, 1999 to the present, of Digital
Insight's compilation of information relating to its customers or
potential customers (analogous to the Goldmine Sales Management
Contact Database defined or identified in Plaintiff's First Amended
Complaint).

RESPONSE NO. 72:

DI hereby incorporates its response to Requests for Production Nos. 40
and 41.

REQUEST FOR PRODUCTION NO. 73:

For each expert identified in Digital Insight's Responses to
Interrogatories, as same may be amended or supplemented, a current
curriculum vitae, a copy of any written report prepared by any expert
witness, copies of any communications between Digital Insight and any
of its agents, employees, representatives, contractors, and or/
attorneys and the expert copies of all documents and things provided
to the expert, and all notes, charts, calculations, studies, exhibits,
and other tangible things prepared by the expert or someone for the
expert in connection with the expert's rendering of an opinion or the
expert's mental impressions in this case.

RESPONSE NO. 73:

DI objects to this request on the grounds that it is untimely, as no
interrogatories have been served. DI further objects to this request
on the grounds that it seeks documents that are protected by the
attorney-client and work product privilege.

REQUEST FOR PRODUCTION NO. 74:

Those documents related to or concerning lists of current employees
and lists of former employees at the end of each month since January
2000, including names and addresses, phone numbers, titles held at
Digital Insight, job descriptions, date of hire, date of termination,
payroll records and resumes.

RESPONSE NO. 74:

DI objects to this request on the grounds that it is overly broad and
compliance therewith would by unduly burdensome and it seeks documents
that are not relevant to any claim or defense of any party. DI also
objects to this request on the grounds that it seeks confidential
documents. DI further objects to this request on the grounds that it is
vague and ambiguous and seeks to violate its employees' right of
privacy.

Without waiving the forgoing request, DI responds that it has no
responsive "lists" within its possession, custody or control.

REQUEST FOR PRODUCTION NO. 75:

Each version, from January 1, 1999 to the present, of Digital
Insight's development plans, release schedules, requirements
documents, training guides, prototype images for its Account
Aggregation product.

RESPONSE NO. 75:

DI objects to this request on the grounds that it is overly broad and
compliance therewith would be unduly burdensome. DI also objects to
this request on the grounds that it seeks documents that are not
relevant to any claim or defense of any party. DI further objects to
this request on the grounds that it seeks confidential documents and
trade secrets.

REQUEST FOR PRODUCTION NO. 76:

Each version, from January 1, 1999 to the present, of Digital Insight's
development plans, release schedules, requirements documents,
training guides, prototype images for its Lending product.

RESPONSE NO. 76:

DI objects to this request on the grounds that it is overly broad and
compliance therewith would be unduly burdensome. DI also objects to
this request on the grounds that it seeks documents that are not
relevant to any claim or defense of any party. DI further objects to
this request on the grounds that it seeks confidential documents and
trade secrets.

REQUEST FOR PRODUCTION NO. 77:

Each version, from January 1, 1999 to the present, of Digital
Insight's backup policy and procedures including rotation schedules,
repository, and content for a]l of its data centers.

RESPONSE NO. 77:

DI objects to this request on the grounds that it is vague, ambiguous,
and overly broad. DI further objects to this request on the grounds
that it seeks documents that are not relevant to any claim or defense
of any party.

Subject to and without waiving the foregoing objections, DI will
produce copies of non-privileged, documents relevant to the claim or
defense of any party to this action that it locates through a
reasonably diligent search.

REQUEST FOR PRODUCTION NO. 78:

A listing of all backup tapes, CD's or other media including date
backup was made a listing of directories and files contained on the
tape, CD's or other media for all servers, data storage devices and
including individual computers.

RESPONSE NO. 78:

DI objects to this request on the grounds that it is vague, ambiguous,
and overly broad. DI further objects to this request on the grounds
that it seeks documents that are not relevant to any claim or defense
of any party.

Subject to and without waiving the foregoing objections, DI responds
that it has no responsive "listing" within its possession, custody or
control.

REQUEST FOR PRODUCTION NO 79:

Listing of the product and version of all backup systems used by
Digital Insight.

RESPONSE NO. 79:

DI objects to this request on the grounds that it is vague, ambiguous,
and overly broad. DI further objects to this request on the grounds
that it seeks documents that are not relevant to any claim or defense
of any party.

Subject to and without waiving the foregoing objections, DI responds
that it has no such "listing" within its possession, custody or
control.

REQUEST FOR PRODUCTION NO. 80:

Listing of the product and version of all email systems used by
Digital Insight.

RESPONSE NO. 80:

DI objects to this request on the grounds that it is vague, ambiguous,
and overly broad. DI further objects to this request on the grounds that
it seeks documents that are not relevant to any claim or defense of
any party.

Subject to and without waiving the foregoing objections, DI responds
that it has no such "listing" within its possession, custody or
control.

REQUEST FOR PRODUCTION NO. 81:

A listing of all email archive files including size and current
whereabouts for each Digital Insight employee.

RESPONSE NO. 81:

DI objects to this request on the grounds that it is vague, ambiguous,
and overly broad. DI further objects to this request on the grounds
that it seeks documents that are not relevant to any claim or defense
of any party.

Subject to and without waiving the foregoing objections, DI responds
that it has no such "listing" within its possession, custody or
control.

REQUEST FOR PRODUCTION NO. 82:

A copy of all emails and attachments listed as a result of non-case
sensitive keyword searches of all addressee fields, subject lines, and
full text, including all email archive files for each Digital Insight
employee, for every email processed by any Digital Insight email
system since January 2000 for the following words: FundsXpress, FX,
Burns, Warrington, Dunn, Edwards, Brennan, Warburg, Goffman, Crain,
Xpress, FundsX, and Mesa.

RESPONSE NO. 82:

DI objects to this request on the grounds that it is overly broad and
compliance therewith would be unduly burdensome and oppressive. DI
further objects to this request on the grounds that it seeks documents
protected by the work-product privilege and the attorney-client
privilege. DI further objects on the grounds that it seeks documents
that are not relevant to any claim asserted in this action.

Without waiving the forgoing objections, DI responds that it will
produce relevant documents identified after conducting a reasonably
diligent search of employee email boxes.

REQUEST FOR PRODUCTION NO. 83:

An electronic copy of all email archive and backup files in order to
facilitate realtime SQL-based inquiries into the system.

RESPONSE NO. 83:

DI objects to this request on the grounds that it is vague, ambiguous
and overly broad and unduly burdensome. DI further objects to this
request on the grounds that it seeks documents protected by the
work-product privilege and the attorney-client privilege. DI further
objects to this request on the grounds that it seeks confidential and
private documents. DI further objects on the grounds that it seeks
documents that are not relevant to any claim or defense of any
party.

REQUEST FOR PRODUCTION NO. 84:

A copy of all direct mail pieces sent to Financial Institutions since
January 2000.

RESPONSE NO. 84:

DI objects to this request on the grounds that it is vague, ambiguous,
and overly broad. DI further objects to this request on the grounds
that it seeks documents that are not relevant to any claim or defense
of any party.

Subject to and without waiving the foregoing objections, DI responds
that after conducting a reasonably diligent search, it has no
responsive documents within its possession, custody or
control.

REQUEST FOR PRODUCTION NO. 85:

A copy of each mailing list used to send any direct mail pieces to
Financial Institutions since January 2000.

RESPONSE NO. 85:

DI objects to this request on the grounds that it is vague, ambiguous,
and overly broad. DI further objects to this request on the grounds
that it seeks documents that are not relevant to any claim or defense
of any party.

Subject to and without waiving the foregoing objections, DI responds
that after conducting a reasonably diligent search, it has no
responsive documents within its possession, custody or control.

REQUEST FOR PRODUCTION NO. 86:

A copy of any responses received from Financial Institutions as a
result of every direct mail campaign since January 2000.

RESPONSE NO. 86:

DI objects to this request on the grounds that it is vague, ambiguous,
and overly broad. DI further objects to this request on the grounds
that it seeks documents that are not relevant to any claim or defense
of any party.

Subject to and without waiving the foregoing objections, DI responds
that after conducting a reasonably diligent search, it has no
responsive documents within its possession, custody or control.

REQUEST FOR PRODUCTION NO. 87:

A copy of all blast fax pieces sent to Financial Institutions since
January 2000.

RESPONSE NO. 87:

DI objects to this request on the grounds that it is vague, ambiguous,
and overly broad. DI further objects to this request on the grounds
that it seeks documents that are not relevant to any claim or defense
of any party.

Subject to and without waiving the foregoing objections, DI responds
that after conducting a reasonably diligent search, it has no
responsive documents within its possession, custody or control.

REQUEST FOR PRODUCTION NO. 88:

A copy of each call list used to send any blast fax pieces to
Financial Institutions since January 2000.

RESPONSE NO. 88:

DI objects to this request on the grounds that it is vague, ambiguous,
and overly broad. DI further objects to this request on the grounds
that it seeks documents that are not relevant to any claim or defense
of any party.

Subject to and without waiving the foregoing objections, DI responds
that after conducting a reasonably diligent search, it has no
responsive documents within its possession, custody or
control.

REQUEST FOR PRODUCTION NO. 89:

A copy of any responses received from Financial Institutions as a
result of every blast fax campaign since January 2000.

RESPONSE NO. 89:

DI objects to this request on the grounds that it is vague,
ambiguous, and overly broad. DI further objects to this request on the
grounds that it seeks documents that are not relevant to any claim or
defense of any party. DI objects to this request on the grounds that
it seeks confidential information of third parties.

Subject to and without waiving the foregoing objections, DI responds
that after conducting a reasonably diligent search, it has no
responsive documents within its possession, custody or control.

REQUEST FOR PRODUCTION NO. 90:

A copy of any video taped seminar held for Financial Institutions
since January 2000.

RESPONSE NO. 90:

DI objects to this request on the grounds that it is overly broad. DI
further objects to this request on the grounds that it seeks
documents that are not relevant to any claim or defense of any party.

Subject to and without waiving the foregoing objections, DI will
produce responsive video tapes for inspection and copying at a
mutually convenient time and place.

REQUEST FOR PRODUCTION NO. 91:

A copy of all notes of meetings or any other documents regarding
advertising and sales strategies to increase market share since
January 2000.

RESPONSE NO. 91:

DI objects to this request on the grounds that it is vague, ambiguous,
and overly broad. DI further objects to this request on the grounds
that it seeks documents that are not relevant to any claim or defense
of any party. DI further objects to this request on the grounds
that it seeks confidential proprietary information and trade secrets.

Subject to and without waiving the foregoing objections, DI will
produce copies of non-privileged, documents relevant to the claim or
defense of any party to this action that it locates through a
reasonably diligent search.

REQUEST FOR PRODUCTION NO. 92:

A copy of all notes of meetings or any other documents regarding the
generation of sales leads since January 2000.

RESPONSE NO. 92:

DI objects to this request on the grounds that it is vague, ambiguous,
and overly broad. DI further objects to this request on the grounds
that it seeks documents that are not relevant to any claim or
defense of any party. DI further objects to this request on the
grounds that it seeks confidential proprietary information and trade
secrets.

REQUEST FOR PRODUCTION NO. 93:

A list of all employees, contractors, strategic partners and/or any
other entity responsible for generating sales leads since January
2000.

RESPONSE NO. 93:

D] objects to this request on the grounds that it is vague,
ambiguous, and overly broad. DI further objects to this request on
the grounds that it seeks documents that are not relevant to any claim
or defense of any party.

REQUEST FOR PRODUCTION NO. 94:

A list of all employees, contractors, strategic partners and/or any
other entity responsible for generating sales since January
2000.

RESPONSE NO. 94:

DI objects to this request on the grounds that it is vague, ambiguous,
and overly broad. DI further objects to this request on the grounds
that it seeks documents that are not relevant to any claim or defense
of any party.

Subject to and without waiving the foregoing objections, DI responds
that it has no such "listing" within its possession, custody or
control, but that it will produce a listing that is partially
responsive to this Request.

REQUEST FOR PRODUCTION NO. 95:

A list of all data fields available from Digital Insight's Sales
Contact System.

RESPONSE NO. 95:

DI objects to this request on the grounds that it is overly broad. DI
further objects to this request on the grounds that it seeks documents
that are not relevant to any claim or defense of any party.

Subject to and without waiving the foregoing objections, DI will
produce copies of non-privileged, documents relevant to the claim or
defense of any party to this action that it locates through a
reasonably diligent search.

REQUEST FOR PRODUCTION NO. 96:

A list of all Policy & Procedures documentation including training guides
for use of Digital Insight's Sales Contact System.

RESPONSE NO. 96:

DI objects to this request on the grounds that it is vague, ambiguous
and overly broad. DI further objects to this request on the grounds
that it seeks documents that are not relevant to any claim or defense
of any party.

Subject to and without waiving the foregoing objections, DI will
produce copies of non-privileged, documents relevant to the claim or
defense of any party to this action that it locates through a
reasonably diligent search.

REQUEST FOR PRODUCTION NO. 97.

A list of all presentations made to financial institutions since
January 2000 including the attendees.

RESPONSE NO. 97:

DI objects to this request on the grounds that it is overly broad. DI
further objects to this request on the grounds that it seeks documents
that are not relevant to any claim or defense of any party.

Subject to and without waiving the foregoing objections, DI responds
that it has no such "listing" within its possession, custody or
control, but will produce attendee lists within its possession,
custody or control.

REQUEST FOR PRODUCTION NO. 98:

A list of all correspondence sent to prospective financial
institutions since January 2000.

RESPONSE NO. 98:

DI objects to this request on the grounds that it is overly broad and
unduly burdensome. DI further objects to this request on the grounds
that it seeks documents that are not relevant to the claim or defense
of any party.

Subject to and without waiving the foregoing objections, DI responds
that it has no such "listing" within its possession, custody or
control.

REQUEST FOR PRODUCTION NO. 99:

All documents concerning sales commission structures for employees,
contractors, strategic partners and any other entity authorized to
sell or refer financial institutions to Digital Insight since January
2000.

RESPONSE NO. 99:

DI objects to this request on the grounds that it is vague,
ambiguous, and overly broad. DI further objects to this request on
the grounds that it seeks documents that are not relevant to any claim
or defense of any party. DI further objects to this request on the
grounds that it seeks confidential proprietary information and trade
secrets.

REQUEST FOR PRODUCTION NO. 100:

A copy of all documents concerning Digital Insight analytics on
evaluating pricing to be offered any financial institution for each
product proposed to be purchased since January 2000.

RESPONSE NO. 100:

DI objects to this request on the grounds that it is vague, ambiguous,
and overly broad. DI further objects to this request on the grounds
that it seeks documents that are not relevant to any claim or defense
of any party. DI further objects to this request on the grounds that
it seeks confidential proprietary information and trade secrets.

REQUEST FOR PRODUCTION NO. 101:

A copy of all proposals and/or responses to Request for Proposals
given to financial institutions since January 2000 including any
counter-offers or amendments.

RESPONSE NO. 101:

DI objects to this request on the grounds that it is vague, ambiguous,
and overly broad and compliance therewith would be unduly
burdensome. DI further objects to this request on the grounds that it
seeks documents that are not relevant to any claim or defense of any
party. DI further objects to this request on the grounds that it seeks
confidential proprietary information and trade secrets.

REQUEST FOR PRODUCTION NO. 102:

A copy of all contracts executed with financial institutions since
January 2000 including amendments, letters of intent, correspondence,
internal notes, and commissions paid.

RESPONSE NO. 102:

DI objects to this request on the grounds that it seeks documents not
relevant to the claim or defense of any party and that it is overbroad
and compliance therewith would be unduly burdensome and oppressive. DI
further objects on the grounds that it seeks confidential information
of third-parties.

REQUEST FOR PRODUCTION NO. 103:

A copy of all documents concerning Digital Insight analytics on
evaluating profitability of contracts with financial institutions for
each product purchased since January 2000.

RESPONSE NO. 103:

DI objects to this request on the grounds that it is vague, ambiguous,
and overly broad. DI further objects to this request on the grounds
that it seeks documents that are not relevant to any claim or defense
of any party. DI further objects on the grounds that it seeks
information that is confidential and a trade secret.

REQUEST FOR PRODUCTION NO. 104:

A copy of all documents concerning Digital Insight implementation plan
with contracting financial institutions for each product purchased
since January 2000.

RESPONSE NO. 104:

DI objects to this request on the grounds that it is vague,
ambiguous, and overly broad and compliance therewith would be unduly
burdensome and oppressive. DI also objects to this request on the
grounds that it seeks documents that are not relevant to any claim or
defense of any party. DI further objects on the grounds that it seeks
information that is confidential and a trade secret.

REQUEST FOR PRODUCTION NO. 105:

A copy of all documents concerning Digital Insight development of
products since January 2000 including meeting notes and production
schedules.

RESPONSE NO. 105:

DI objects to this request on the grounds that it is vague,
ambiguous, and overly broad and compliance therewith would be
unduly burdensome and oppressive. DI also objects to this request on
the grounds that it seeks documents that are not relevant to any claim
or defense of any party. DI further objects on the grounds that it
seeks information that is confidential and a trade secret.

REQUEST FOR PRODUCTION NO. 106:

A copy of all documents and files concerning Digital Insight's efforts
to acquire FundsXpress since January 1999 including due diligence files
and all internal comments.

RESPONSE NO. 106:

DI objects to this request on the grounds that it is vague and
ambiguous. DI also objects to this request on the grounds that it
seeks documents protected by the work product privilege and the
attorney-client privilege. DI further objects on the grounds that it
seeks non-public confidential documents. DI further objects on the
grounds that it seeks documents not relevant to the claim or defense
of any party.

Subject to and without waiving the foregoing objections, DI responds
that it has no responsive documents, as it never attempted to acquire
plaintiff.

REQUEST FOR PRODUCTION NO. 107:

A copy of all documents concerning Digital Insight analytics on
evaluating profitability of contracts with financial institutions for
any competitor or entity either acquired by Digital Insight or
attempted to be acquired since January 1999.

RESPONSE NO. 107:

DI objects to this request on the grounds that it seeks documents
that are subject to third-party confidentiality agreements. DI further
objects on the grounds that it seeks documents not relevant to the
claim or defense of any party.

REQUEST FOR PRODUCTION NO. 108:

A copy of all PBX and Cell phone records for all employees since
January 2000.

RESPONSE NO. 108:

DI objects to this request on the grounds that it is overly broad and
unduly burdensome. DI further objects on the grounds that it seeks
documents not relevant to the claim or defense of any party.

REQUEST FOR PRODUCTION NO. 109:

A list of all core processor interfaces and its type (batch,
multi-batch or real-time) developed internally or by any third parties
since January 2000.

RESPONSE NO. 109:

DI objects to this request on the grounds that it is overly broad. DI
further objects on the grounds that the request seeks confidential
information and trade secrets.

Subject to and without waiving the foregoing objections, DI will
produce copies of non-privileged, documents relevant to the claim or
defense of any party to this action that it locates through a
reasonably diligent search.

REQUEST FOR PRODUCTION NO. 110:

A list of all core processor interface type (batch, multi-batch or
real-time) and its costs associated from the core processor since
January 2000.

RESPONSE NO. 110:

DI objects to this request on the grounds that it is vague, ambiguous
and overly broad. DI further objects on the grounds that the request
seeks confidential information and trade secrets.

Subject to and without waiving the foregoing objections, DI responds
that it has no responsive "list" within its possession, custody or
control.

REQUEST FOR PRODUCTION NO. 111:

A list of all core processor interface type (batch, multi-batch or
real-time) and its pricing to both contracting and prospective
financial institutions since January 2000.

RESPONSE NO. 111:

DI objects to this request on the grounds that it is overly broad. DI
further objects on the grounds that the request seeks confidential
information and trade secrets.

Subject to and without waiving the foregoing objections, DI will
produce copies of non-privileged, documents relevant to the claim or
defense of any party to this action that it locates through a
reasonably diligent search.

REQUEST FOR PRODUCTION NO. 112:

A copy of all strategic partnerships agreements entered into since
January 2000.

RESPONSE NO. 112:

DI objects to this request on the grounds that it is overly broad and
compliance therewith would be unduly burdensome and oppressive. DI
further objects on the grounds that it seeks confidential documents of
third-parties. DI further objects on the grounds that it seeks
documents not relevant to the claim or defense of any party.

REQUEST FOR PRODUCTION NO. 113:

A copy of all correspondence with strategic partners since January
2000.

RESPONSE NO. 113:

DI objects to this request on the grounds that is overly broad, vague
and ambiguous and that compliance therewith would be unduly
burdensome and oppressive. DI further objects on the grounds that it
seeks documents not relevant to the claim or defense of any
party.

REQUEST FOR PRODUCTION NO. 114:

A copy of all consultant reports concerning or reviewing all Digital
Insight products since January 1999.

RESPONSE NO. 114:

DI objects to this request on the grounds that it is overly broad,
vague and ambiguous. DI further objects on the grounds that it seeks
documents not relevant to the claim or defense of any party.

REQUEST FOR PRODUCTION NO. 115:

A copy of all visitor logs for all Digital Insight facilities since
January 2000.

RESPONSE NO. 115:

DI objects on the grounds that this request seeks documents not
relevant to the claim or defense of any party.

REQUEST FOR PRODUCTION NO. 116:

A list of users group meetings of contracting financial institutions
held by Digital Insight since January 2000 including a list of all
attendees.

RESPONSE NO. 116:

DI objects to this request on the grounds that it is overly broad. DI
further objects to this request on the grounds that it seeks
documents that are not relevant to any claim or defense of any party.


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, (*) overnight delivery (Federal Express), ( ) facsimile
and/or ( ) U.S. Mail, on this 31st day of July 2002.

R. James George, Jr.
George & Donaldson, L.L.P.
1100 Norwood Tower
114 West 7th Street
Austin, Texas 78701
Fax: 512/499-0094

John W. Cotton