WARRANT TO PURCHASE UP TO 1,500,000
SHARES OF COMMON STOCK

Exercisable Commencing September 28, 1999;
Void after September 28, 2004

THIS CERTIFIES that, for value received, Alpha
Venture Capital, Inc., a Cook Islands corporation or
its registered assigns (the "Warrantholder"), is
entitled, subject to the terms and conditions set
forth in this Warrant, to purchase from eConnect, a
Nevada corporation ("Company"), up to one million
five hundred thousand (1,500,000) fully paid, duly
authorized and nonassessable shares of common stock
("Shares"), $0.001 par value per share, of the
Company ("Common Stock"), at any time commencing
September 28, 1999 and continuing up to 5:00 p.m.
Pacific Daylight Time on September 28, 2004 (the
"Exercise Period") at an exercise price of eighty
percent (80%) of the closing bid price of the Common
Stock on the Effective Date, as defined in the
accompanying Registration Rights Agreement, as
reported by Bloomberg, LP, subject to adjustment
pursuant to Section 8 hereof.

This Warrant is subject to the following
provisions, terms and conditions:

Section 1.	Transferability.

1.1	Registration.  The Warrants shall be issued
only in registered form.

1.2	Transfer.  This Warrant shall be transferable only
on the books of the Company maintained at its principal
executive offices upon surrender thereof for registration
of transfer duly endorsed by the Warrantholder or by its duly
authorized attorney or representative, or accompanied
by proper evidence of succession, assignment or authority to
transfer.  Upon any registration of transfer, the Company shall
execute and deliver a new Warrant or Warrants in appropriate
denominations to the person or persons entitled thereto.

1.3	Common Stock to be Issued.	Upon the exercise of any Warrants
and upon receipt by the Company of a facsimile or original of
Warrantholder's signed Election to Exercise Warrant (See Exhibit
A), Company shall instruct its transfer agent to issue
stock certificates, subject to the restrictive legend
set forth below, in the name of Warrantholder (or its
nominee) and in such denominations to be specified by
Warrantholder representing the number of shares of
Common Stock issuable upon such exercise, as applicable.
Company warrants that no instructions, other than these
instructions, have been given or will be given to the transfer
agent and that the Common Stock shall otherwise be freely
transferable on the books and records of the Company.  It shall
be the Company's responsibility to take all necessary
actions and to bear all such costs to issue the
certificate of Common Stock as provided herein,
including the responsibility and cost for delivery of
an opinion letter to the transfer agent, if so
required.  The person in whose name the certificate
of Common Stock is to be registered shall be treated
as a shareholder of record on and after the exercise
date. Upon surrender of any Warrant that is to be
converted in part, the Company shall issue to the
Warrantholder a new Warrant equal to the unconverted
amount, if so requested by Purchaser:

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN AND WILL
NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED, AND THE RULES AND
REGULATIONS PROMULGATED THEREUNDER (THE "1933 ACT"),
AND MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO
REGISTRATION UNDER OR AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE 1933 ACT.

Section 2.	Exchange of Warrant Certificate.
 Any Warrant certificate may be exchanged for another
certificate or certificates of like tenor entitling
the Warrantholder to purchase a like aggregate number
of Shares as the certificate or certificates
surrendered then entitle such Warrantholder to
purchase.  Any Warrantholder desiring to exchange a
warrant certificate shall make such request in
writing delivered to the Company, and shall
surrender, properly endorsed, the certificate
evidencing the Warrant to be so exchanged.
Thereupon, the Company shall execute and deliver to
the person entitled thereto a new Warrant certificate
as so requested.

Section 3.	Terms of Warrants: Exercise of Warrants.

(a)	(i)  Subject to the terms of this Warrant, the
Warrantholder shall have the right, at any time after
September 28, 1999, but before 5:00 p.m. Pacific
Daylight Time on September 28, 2004, ("Expiration
Time"), to purchase from the Company up to the number
of Shares which the Warrantholder may at the time be
entitled to purchase pursuant to the terms of this
Warrant, upon surrender to the Company at its
principal executive office, of the certificate
evidencing this Warrant to be exercised, together
with the attached Election to Exercise Warrant form
duly filled in and signed, and upon payment to the
Company of the Warrant Price (as defined in and
determined in accordance with the provisions of
Section 7 and 8 hereof) or as provided in Section
3(a)(i) hereof, for the number of Shares with respect
to which such Warrant is then exercised.  Payment of
the aggregate Warrant Price shall be made in cash,
wire transfer or by cashier's check or any
combination thereof.

(b)	Subject to the terms of this Warrant, upon
such surrender of this Warrant and payment of such
Warrant Price as aforesaid, the Company shall
promptly issue and cause to be delivered to the
Warrantholder or to such person or persons as the
Warrantholder may designate in writing, a certificate
or certificates (in such name or names as the
Warrantholder may designate in writing) for the
number of duly authorized, fully paid and non-
assessable whole Shares to be purchased upon the
exercise of this Warrant, and shall deliver to the
Warrantholder Common Stock or cash, to the extent
provided in Section 9 hereof, with respect to any
fractional Shares otherwise issuable upon such
surrender.  Such certificate or certificates shall be
deemed to have been issued and any person so
designated to be named therein shall be deemed to
have become a holder of such Shares as of the close
of business on the date of the surrender of this
Warrant and payment of the Warrant Price,
notwithstanding that the certificates representing
such Shares shall not actually have been delivered or
that the Share and Warrant transfer books of the
Company shall then be closed.  This Warrant shall be
exercisable, at the sole election of the
Warrantholder, either in full or from time to time in
part and, in the event that any certificate
evidencing this Warrant (or any portion thereof) is
exercised prior to the Termination Date with respect
to less than all of the Shares specified therein at
any time prior to the Termination Date, a new
certificate of like tenor evidencing the remaining
portion of this Warrant shall be issued by the
Company, if so requested by the Warrantholder.

(c)	Upon the Company's receipt of a facsimile
or original of Warrantholder's signed Election to
Exercise Warrant, the Company shall instruct its
transfer agent to issue one or more stock
Certificates representing that number of shares of
Common Stock which the Warrantholder is entitled to
purchase in accordance with the terms and conditions
of this Warrant and the Election to Exercise Warrant
attached hereto.  The Company shall act as Registrar
and shall maintain an appropriate ledger containing
the necessary information with respect to each
Warrant.

(d)	Such exercise shall be effectuated by
surrendering to the Company, or its attorney, the
Warrants to be converted together with a facsimile or
original of the signed Election to Exercise Warrant
which evidences Warrantholder's intention to exercise
those Warrants indicated.  The date on which the
Election to Exercise Warrant is effective ("Exercise
Date") shall be deemed to be the date on which the
Warrantholder has delivered to the Company a
facsimile or original of the signed Election to
Exercise Warrant, as long as the original Warrants to
be exercised are received by the Company or its
designated attorney within five (5) business days
thereafter.  As long as the Warrants to be exercised
are received by the Company within five (5) business
days after it receives a facsimile or original of the
signed Election to Exercise Warrant, the Company
shall deliver to the Warrantholder, or per the
Warrantholder's instructions, the shares of Common
Stock within three (3) business days of receipt of
the Warrants to be converted.

(e)	Nothing contained in this Warrant shall be
deemed to establish or require the payment of
interest to the Warrantholder at a rate in excess of
the maximum rate permitted by governing law.  In the
event that the rate of interest required to be paid
exceeds the maximum rate permitted by governing law,
the rate of interest required to be paid thereunder
shall be automatically reduced to the maximum rate
permitted under the governing law and such excess
shall be returned with reasonable promptness by the
Warrantholder to the Company.

(f)	It shall be the Company's responsibility to
take all necessary actions and to bear all such costs
to issue the Certificate of Common Stock as provided
herein, including the responsibility and cost for
delivery of an opinion letter to the transfer agent,
if so required.  The person in whose name the
certificate of Common Stock is to be registered shall
be treated as a shareholder of record on and after
the exercise date. Upon surrender of any Warrants
that are to be converted in part, the Company shall
issue to the Warrantholder new Warrants equal to the
unconverted amount, if so requested by Warrantholder.

(g)	The Company shall at all times reserve and
have available all Common Stock necessary to meet
exercise of the Warrants by all Warrantholders of the
entire amount of Warrants then outstanding.  If, at
any time Warrantholder submits an Election to
Exercise Warrant and the Company does not have
sufficient authorized but unissued shares of Common
Stock available to effect, in full, a exercise of the
Warrants (a "Exercise Default", the date of such
default being referred to herein as the "Exercise
Default Date"), the Company shall issue to the
Warrantholder all of the shares of Common Stock which
are available, and the Election to Exercise Warrant
as to any Warrants requested to be converted but not
converted (the "Unconverted Warrants"), upon
Warrantholder's sole option, may be deemed null and
void.  The Company shall provide notice of such
Exercise Default ("Notice of Exercise Default") to
all existing Warrantholders of outstanding Warrants,
by facsimile, within one (1) business day of such
default  (with the original delivered by overnight or
two day courier), and the Warrantholder shall give
notice to the Company by facsimile within five (5)
business days of receipt of the original Notice of
Exercise Default (with the original delivered by
overnight or two day courier) of its election to
either nullify or confirm the Election to Exercise
Warrant.

(h)	The Company shall furnish to Warrantholder
such number of prospectuses and other documents
incidental to the registration of the shares of
Common Stock underlying the Warrants, including any
amendment of or supplements thereto.  Warrantholder
shall acknowledge in writing the receipt, the careful
reading, and the understanding thereof, prior to any
exercise under this Section 3.

(i)	Each person in whose name any certificate
for shares of Common Stock shall be issued shall for
all purposes be deemed to have become the holder of
record of the Common Stock represented thereby on the
date on which the Warrant was surrendered and payment
of the purchase price and any applicable taxes was
made, irrespective of date of issue or delivery of
such certificate, except that if the date of such
surrender and payment is a date when the Shares
transfer books of the Company are closed, such person
shall be deemed to have become the holder of such
Shares on the next succeeding date on which such
Share transfer books are open.  The Company shall not
close such Share transfer books at any one time for a
period longer than seven (7)  days.

(j)	This Warrant is exercisable in whole or in
part at the Exercise Price per share of Common Stock
(as defined hereafter) payable hereunder, payable in
cash or by certified or official bank check, or by
"cashless exercise", by means of tendering this
Warrant Certificate to the Company to receive a
number of shares of Common Stock equal in Market
Value to the difference between the Market Value of
the shares of Common Stock issuable upon exercise of
this Warrant and the total cash exercise price
thereof.  Upon surrender of this Warrant Certificate
with the annexed Notice of Exercise duly executed,
together with payment of the Exercise Price for the
shares of Common Stock purchased, the Holder shall be
entitled to receive a certificate or certificates for
the shares of Common Stock so purchased.  For the
purposes of this subsection, "Market Value" shall be
an amount equal to the average closing bid price of a
share of Common Stock for the ten (I 0) days
preceding the Company's receipt of the Notice of
Exercise Form duly executed multiplied by the number
of shares of Common Stock to be issued upon surrender
of this Warrant Certificate.

Section 4. 	Payment of Taxes.  The Company shall
pay all documentary stamp taxes, if any, attributable
to the initial issuance of the Shares; provided,
however, that the Company shall not be required to
pay any tax or taxes which may be payable, (i) with
respect to any secondary transfer of this Warrant or
the Shares or (ii) as a result of the issuance of the
Shares to any person other than the Warrantholder,
and the Company shall not be required to issue or
deliver any certificate for any Shares unless and
until the person requesting the issuance thereof
shall have paid to the Company the amount of such tax
or shall have produced evidence that such tax has
been paid to the appropriate taxing authority.

Section 5.	Mutilated or Missing Warrant.
In case the certificate or certificates evidencing
this Warrant shall be mutilated, lost, stolen or
destroyed, the Company shall, at the request of the
Warrantholder, issue and deliver in exchange and
substitution for and upon cancellation of the
mutilated certificate or certificates, or in lieu of
and substitution for the certificate or certificates
lost, stolen or destroyed, a new Warrant certificate
or certificates of like tenor and representing an
equivalent right or interest, but only upon receipt
of evidence satisfactory to the Company of such loss,
theft or destruction of such Warrant and of a bond of
indemnity, if requested, also satisfactory to the
Company in form and amount, and issued at the
applicant's cost.  Applicants for such substitute
Warrant certificate shall also comply with such other
reasonable regulations and pay such other reasonable
charges as the Company may prescribe.

Section 6.	Reservation of Shares. The
issuance, sale and delivery of the Warrants have been
duly authorized by all required corporate action on
the part of the Company and when issued, sold and
delivered in accordance with the terms hereof and
thereof for the consideration expressed herein and
therein, will be duly and validly issued, fully paid,
and non-assessable and enforceable in accordance with
their terms, subject to the laws of bankruptcy and
creditors' rights generally.  The Company shall pay
all taxes in respect of the issue thereof.  As a
condition precedent to the taking of any action that
would result in the effective purchase price per
share of Common Stock upon the exercise of this
Warrant being less than the par value per share (if
such shares of Common Stock then have a par value),
the Company will take such corporate action as may,
in the opinion of its counsel, be necessary in order
that the Company may comply with all its obligations
under this Agreement with regard to the exercise of
this Warrant.

	Section 7.	Warrant Price.  During the
Exercise Period, the price per Share ("Warrant
price") at which Shares shall be purchasable upon the
exercise of this Warrant shall be eighty percent
(80%) of the closing bid price of the Common Stock on
the Effective Date as reported by Bloomberg, LP,
subject to adjustment pursuant to Section 8 hereof.

Section 8.	Adjustment of Warrant Price and
Number of Shares.  The number and kind of securities
purchasable upon the exercise of this Warrant and the
Warrant Price shall be subject to adjustment from
time to time after the date hereof upon the happening
of certain events, as follows:

8.1	Adjustments.  The number of Shares
purchasable upon the exercise of this Warrant shall
be subject to adjustments as follows:

	(a)	In case the Company shall (i) pay a dividend on
Common Stock in Common Stock or securities convertible into,
exchangeable for or otherwise entitling a holder thereof to
receive Common Stock, (ii) declare a dividend payable in cash
on its Common Stock and at substantially the same time offer
its shareholders a right to purchase new Common Stock (or
securities convertible into, exchangeable for or other entitling
a holder thereof to receive Common Stock) from the proceeds of such
dividend (all Common Stock so issued shall be deemed to have been
issued as a stock dividend), (iii) subdivide its outstanding shares
of Common Stock into a greater number of shares of Common Stock,
(iv) combine its outstanding shares of Common Stock into a
smaller number of shares of Common Stock, or (v) issue by
reclassification of its Common Stock any shares of Common Stock of
the Company, the number of shares of Common Stock issuable upon
exercise of the Warrants immediately prior thereto shall be adjusted
so that the holders of the Warrants shall be entitled to receive
after the happening of any of the events described above that
number and kind of shares as the holders would have received
had such Warrants been converted immediately prior to the happening
of such event or any record date with respect thereto.  Any
adjustment made pursuant to this subdivision shall become effective
immediately after the close of business on the record date in the
case of a stock dividend and shall become effective immediately
after the close of business on the effective date in the
case of a stock split, subdivision, combination or reclassification.

(b)	In case the Company shall distribute,
without receiving consideration therefor, to all
holders of its Common Stock evidences of its
indebtedness or assets (excluding cash dividends
other than as described in Section (8)(a)(ii)), then
in such case, the number of shares of Common Stock
thereafter issuable upon exercise of the Warrants
shall be determined by multiplying the number of
shares of Common Stock theretofore issuable upon
exercise of the Warrants, by a fraction, of which the
numerator shall be the closing bid price per share of
Common Stock on the record date for such
distribution, and of which the denominator shall be
the closing bid price of the Common Stock less the
then fair value (as determined by the Board of
Directors of the Company, whose determination shall
be conclusive) of the portion of the assets or
evidences of indebtedness so distributed per share of
Common Stock.  Such adjustment shall be made whenever
any such distribution is made and shall become
effective immediately after the record date for the
determination of stockholders entitled to receive
such distribution.

(c)	Any adjustment in the number of shares of
Common Stock issuable hereunder otherwise required to
be made by this Section 8 will not have to be
adjusted if such adjustment would not require an
increase or decrease in one percent (1%) or more in
the number of shares of Common Stock issuable upon
exercise of the Warrant.  No adjustment in the number
of Shares purchasable upon exercise of this Warrant
will be made for the issuance of shares of capital
stock to directors, employees or independent
Warrantors pursuant to the Company's or any of its
subsidiaries' stock option, stock ownership or other
benefit plans or arrangements or trusts related
thereto or for issuance of any shares of Common Stock
pursuant to any plan providing for the reinvestment
of dividends or interest payable on securities of the
Company and the investment of additional optional
amounts in shares of Common Stock under such plan.

(d)	Whenever the number of shares of Common
Stock issuable upon the exercise of the Warrants is
adjusted, as herein provided the Warrant Price shall
be adjusted (to the nearest cent) by multiplying such
Warrant Price immediately prior to such adjustment by
a fraction, of which the numerator shall be the
number of shares of Common Stock issuable upon the
exercise of each share of the Warrants immediately
prior to such adjustment, and of which the
denominator shall be the number of shares of Common
Stock issuable immediately thereafter.

(e)	The Company from time to time by action of
its Board of Directors may decrease the Warrant Price
 by any amount for any period of time if the period
is at least twenty (20) days, the decrease is
irrevocable during the period and the Board of
Directors of the Company in its sole discretion shall
have made a determination that such decrease would be
in the best interest of the Company, which
determination shall be conclusive.  Whenever the
Warrant Price is decreased pursuant to the preceding
sentence, the Company shall mail to holders of record
of the Warrants a notice of the decrease at least
fifteen (15) days prior to the date the decreased
Warrant Price takes effect, and such notice shall
state the decreased Warrant Price and the period it
will be in effect.

8.2	Mergers, Etc.		In the case of any (i)
consolidation or merger of the Company into any
entity (other than a consolidation or merger that
does not result in any reclassification, exercise,
exchange or cancellation of outstanding shares of
Common Stock of the Company), (ii) sale, transfer,
lease or conveyance of all or substantially all of
the assets of the Company as an entirety or
substantially as an entirety, or (iii)
reclassification, capital reorganization or change of
the Common Stock (other than solely a change in par
value, or from par value to no par value), in each
case as a result of which shares of Common Stock
shall be converted into the right to receive stock,
securities or other property (including cash or any
combination thereof), each holder of Warrants then
outstanding shall have the right thereafter to
exercise such Warrant only into the kind and amount
of securities, cash and other property receivable
upon such consolidation, merger, sale, transfer,
capital reorganization or reclassification by a
holder of the number of shares of Common Stock of the
Company into which such Warrants would have been
converted immediately prior to such consolidation,
merger, sale, transfer, capital reorganization or
reclassification, assuming such holder of Common
Stock of the Company (A) is not an entity with which
the Company consolidated or into which the Company
merged or which merged into the Company or to which
such sale or transfer was made, as the case may be
("constituent entity"), or an affiliate of a
constituent entity, and (B) failed to exercise his or
her rights of election, if any, as to the kind or
amount of securities, cash and other property
receivable upon such consolidation, merger, sale or
transfer (provided that if the kind or amount of
securities, cash and other property receivable upon
such consolidation, merger, sale or transfer is not
the same for each share of Common Stock of the
Company held immediately prior to such consolidation,
merger, sale or transfer by other than a constituent
entity or an affiliate thereof and in respect of
which such rights or election shall not have been
exercised ("non-electing share"), then for the
purpose of this Section 8.2 the kind and amount of
securities, cash and other property receivable upon
such consolidation, merger, sale or transfer by each
non-electing share shall be deemed to be the kind and
amount so receivable per share by a plurality of the
non-electing shares).  If necessary, appropriate
adjustment shall be made in the application of the
provision set forth herein with respect to the rights
and interests thereafter of the holder of Warrants,
to the end that the provisions set forth herein shall
thereafter correspondingly be made applicable, as
nearly as may reasonably be, in relation to any
shares of stock or other securities or property
thereafter deliverable on the exercise of the
Warrants.  The above provisions shall similarly apply
to successive consolidations, mergers, sales,
transfers, capital reorganizations and
reclassifications.  The Company shall not effect any
such consolidation, merger, sale or transfer unless
prior to or simultaneously with the consummation
thereof the successor company or entity (if other
than the Company) resulting from such consolidation,
merger, sale or transfer assumes, by written
instrument, the obligation to deliver to the holder
of Warrants such shares of stock, securities or
assets as, in accordance with the foregoing
provision, such holder may be entitled to receive
under this Section 8.2.

8.3	Statement of Warrants.	Irrespective of
any adjustments in the Warrant Price of the number or
kind of shares purchasable upon the exercise of this
Warrant, this Warrant certificate or certificates
hereafter issued may continue to express the same
price and number and kind of shares as are stated in
this Warrant.

Section 9.	Fractional Shares.
Any fractional shares of Common Stock issuable upon
exercise of the Warrants shall be rounded to the
nearest whole share or, at the election of the
Company, the Company shall pay the holder thereof an
amount in cash equal to the closing bid price
thereof.  Whether or not fractional shares are
issuable upon exercise shall be determined on the
basis of the total number of Warrants the holder is
at the time exercising and the number of shares of
Common Stock issuable upon such exercise.

Section 10.	No Rights as Stockholders:
Notices to Warrantholders.  Nothing contained in this
Warrant shall be construed as conferring upon the
Warrantholder or its transferees any rights as a
stockholder of the Company, including the right to
vote, receive dividends, consent or receive notices
as a stockholder with respect to any meeting of
stockholders for the election of directors of the
Company or any other matter.  If, however, at any
time prior to the Expiration Time and prior to the
exercise of this Warrant, any of the following events
shall occur:

(a)	any action which would require an
adjustment pursuant to Section 8.1; or

(b)	a dissolution, liquidation or winding up of the
Company or any consolidation, merger or sale of its
property, assets and business as an entirety; then in
any one or more of said events, the Company shall
give notice in writing of such event to the
Warrantholder at least ten (10) days prior to the
date fixed as a record date or the date of closing
the transfer books for the determination of the
shareholders entitled to any relevant dividend,
distribution, subscription rights, or other rights or
for the effective date of any dissolution,
liquidation of winding up or any merger,
consolidation, or sale of substantially all assets,
but failure to mail or receive such notice or any
defect therein or in the mailing thereof shall not
affect the validity of any such action taken.  Such
notice shall specify such record date or the
effective date, as the case may be.

Section 11.	Registration Rights.  The Company
shall prepare and file with the U.S. Securities and
Exchange Commission, no later than five (5) days
after the Effective Date (as defined therein) of a
Registration Rights Agreement between the parties, a
post-effective amendment to the Registration
Statement on Form SB-2/A declared effective on
September 7, 1999 ("Registration Statement"),
covering a sufficient number of shares of Common
Stock to cover the conversion of this Warrant.  If at
any time the number of shares of Common Stock into
which this Warrant shall be converted exceeds the
aggregate number of shares of Common Stock then
registered, the Company shall, within ten (10)
business days after receipt of written notice from
the Warrantholder, file with the SEC an additional
Registration Statement on Form SB-2 or any other
applicable registration statement, to register the
shares of Common Stock into which this Warrant may be
converted that exceed the aggregate number of shares
of Common Stock already registered.

Section 13.	Miscellaneous.

(a)	Benefits of this Agreement.  Nothing in this
Warrant shall be construed to give to any person or
corporation other than the Company and the
Warrantholder any legal or equitable right, remedy or
claim under this Warrant, and this Warrant shall be
for the sole and exclusive benefit of the Company and
the Warrantholder.

(b)	Rights Cumulative; Waivers.  The rights of each
of the parties under this Warrant are cumulative.
The rights of each of the parties hereunder shall not
be capable of being waived or varied other than by an
express waiver or variation in writing.  Any failure
to exercise or any delay in exercising any of such
rights shall not operate as a waiver or variation of
that or any other such right.  Any defective or
partial exercise of any of such rights shall not
preclude any other or further exercise of that or any
other such right.  No act or course of conduct or
negotiation on the part of any party shall in any way
preclude such party from exercising any such right or
constitute a suspension or any variation of any such
right.

(c)	Benefit; Successors Bound.  This Warrant and the
terms, covenants, conditions, provisions,
obligations, undertakings, rights, and benefits
hereof, shall be binding upon, and shall inure to the
benefit of, the parties hereto and their heirs,
executors, administrators, representatives,
successors, and permitted assigns.

(d)	Entire Agreement.  This Warrant contains the
entire agreement between the parties with respect to
the subject matter hereof.  There are no promises,
agreements, conditions, undertakings, understandings,
warranties, covenants or representations, oral or
written, express or implied, between them with
respect to this Warrant or the matters described in
this Warrant, except as set forth in this Warrant.
Any such negotiations, promises, or understandings
shall not be used to interpret or constitute this
Warrant.

(e)	Assignment.  This Warrant may be assigned if the
Assignment of Warrant, attached as Exhibit B to this
Warrant, is properly completed, executed and
delivered to the Company.

(f)	Amendment.  This Warrant may be amended
only by an instrument in writing executed by the
parties hereto.

(g)	Severability.  Each part of this Warrant is
intended to be severable.  In the event that any
provision of this Warrant is found by any court or
other authority of competent jurisdiction to be
illegal or unenforceable, such provision shall be
severed or modified to the extent necessary to render
it enforceable and as so severed or modified, this
Warrant shall continue in full force and effect.

(h)	Notices.  Notices required or permitted to
be given hereunder shall be in writing and shall be
deemed to be sufficiently given when personally
delivered (by hand, by courier, by telephone line
facsimile transmission, receipt confirmed, or other
means) or sent by certified mail, return receipt
requested, properly addressed and with proper postage
pre-paid (i) if to the Company, at its executive
office (ii) if to the Subscriber, at the address set
forth under its name in the Purchase Agreement, with
a copy to its designated attorney and (iii) if to any
other Subscriber, at such address as such Subscriber
shall have provided in writing to the Company, or at
such other address as each such party furnishes by
notice given in accordance with this Section 12(b),
and shall be effective, when personally delivered,
upon receipt and, when so sent by certified mail,
four (4) business days after deposit with the United
States Postal Service.

(i)	Governing Law.  This Agreement shall be governed
by the interpreted in accordance with the laws of the
State of California without reference to its
conflicts of laws rules or principles.  Each of the
parties consents to the exclusive jurisdiction of the
federal courts of the State of California in
connection with any dispute arising under this
Agreement and hereby waives, to the maximum extent
permitted by law, any objection, including any
objection based on forum non coveniens, to the
bringing of any such proceeding in such
jurisdictions.

(j)	Consents.  The person signing this Warrant
on behalf of the Company hereby represents and
warrants that he has the necessary power, consent and
authority to execute and deliver this Warrant on
behalf of the Company.

(k)	Further Assurances.  In addition to the
instruments and documents to be made, executed and
delivered pursuant to this Warrant, the parties
hereto agree to make, execute and deliver or cause to
be made, executed and delivered, to the requesting
party such other instruments and to take such other
actions as the requesting party may reasonably
require to carry out the terms of this Warrant and
the transactions contemplated hereby.

(l)	Section Headings.  The Section headings in
this Warrant are for reference purposes only and
shall not affect in any way the meaning or
interpretation of this Warrant.

(m)	Construction.  Unless the context otherwise
requires, when used herein, the singular shall be
deemed to include the plural, the plural shall be
deemed to include each of the singular, and pronouns
of one or no gender shall be deemed to include the
equivalent pronoun of the other or no gender.

IN WITNESS WHEREOF, the parties have caused this
Warrant to be duly executed, all as of the day and
year first above written.

COMPANY:

eConnect

By: /s/  Thomas S. Hughes
   	Thomas S. Hughes, President

EXHIBIT A

ELECTION TO EXERCISE WARRANT

The undersigned hereby irrevocably elects to exercise
the right of purchase represented by the within
Warrant for, and to purchase thereunder,
_______shares of Common Stock ("Shares") provided for
therein, and requests that certificates for the
Shares be issued in the name of:*

Name:________________________________________________
Address:_____________________________________________
Social Security No.__________________________________
or Tax ID Number:____________________________________

and, if such number of Shares shall not be all of the
Shares purchasable under the Warrant, that a new
Warrant certificate for the balance of the Shares
purchasable under the within Warrant be registered in
the name of the undersigned Warrantholder or his
Assignee* as indicated below and delivered to the
address stated below:

Dated: _________________, 19___

Name of Warrantholder of
Assignee (Please Print)___________________________________

Address:___________________________________________________

Signature:_________________________________________________

Signature Guaranteed:_______________________________________
                            Signature of Guarantor

*	The Warrant contains restrictions on sale,
assignment or transfer.

**	Note:  The above signature must correspond with
the name as written on 	the face of this Warrant
certificate in every particular, without alteration
or enlargement or any change whatever, unless this
warrant has been assigned.

EXHIBIT B

ASSIGNMENT OF WARRANT

(To be signed only upon assignment of Warrant)*

FOR VALUE RECEIVED, the undersigned hereby sells,
assigns and transfers unto

_____________________________________________________
_____________________________________________________
(Name and Address of Assignee must be Printed or
Typewritten)

the within Warrant, hereby irrevocably constituting
and appointing _________Attorney to transfer said
Warrant on the books of the Company, with full power
of substitution in the premises.

Dated: ___________________, 19____


________________________________**
Signature of Registered Holder


Signature Guaranteed:

________________________________
Signature of Guarantor


*	The Warrant contains restrictions on sale,
assignment or transfer.

**	Note:  The signature of this assignment must
correspond with the name as it appears upon the face
of the Warrant certificate in every particular,
without alteration or enlargement or any change
whatever.