WARRANT TO PURCHASE UP TO 2,000,000
                          SHARES OF COMMON STOCK

Exercisable Commencing December 8, 2000;
Void after December 8, 2005

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 two million
(2,000,000) 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 after December
8, 2000 and continuing up to 5:00 p.m. Pacific Daylight Time on
December 8, 2005 (the "Exercise Period") at an exercise price
equal to the lesser of (a) forty percent (40%) of the closing
bid price of the Common Stock on December 8, 2000, or (b) forty
percent (40%) of the average five (5) day closing bid price as
of the Effective Date of the Registration Statement, as defined
in the accompanying Common Stock Purchase 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 certificates 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 certificates 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)  Subject to the terms of this Warrant, the Warrantholder
shall have the right, at any time after December 8, 2000, but
before 5:00 p.m. Pacific Daylight Time on December 8, 2005
("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 Expiration Time
with respect to less than all of the Shares specified therein at
any time prior to the Expiration Time, 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 to the difference between the
Market Value (as defined hereafter) 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 (10) 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 forty
percent (40%) of the closing bid price of the Common Stock on
the Effective Date, as defined in the accompanying Common Stock
Purchase Agreement, 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.  The Company shall file with
the SEC, within fifteen (15) days of the date hereof, a
registration statement on Form SB-2 or other appropriate form
("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 appropriate
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 12.  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(h), 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  New
York 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 New York 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.

(l)  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.

(m)  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.

(n)  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
Name: Thomas S. Hughes
Title:   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: _________________, 20___

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: ___________________, 20____



________________________________**
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.