LOAN AGREEMENT
                                 --------------

     THIS  LOAN  AGREEMENT  is made and entered into as of May  27, 1999, by and
                                                               ----
between  EFORNET  CORPORATION,  a  Washington  corporation (the "Borrower"), and
UPGRADE  INTERNATIONAL  CORPORATION,  a  Florida  corporation  (the  "Lender").

     WHEREAS,  the Borrower desires to borrow from the Lender the amount of Four
Hundred  Eighty-Two  Thousand  and  no/100  Dollars  (U.S. $482,000.00), and the
Lender  is  willing,  subject  to  and  upon the terms and conditions herein set
forth,  to  lend  such  amount  to  the  Borrower;

     Now,  therefore,  the  parties  hereto  agree  as  follows:

1.   AMOUNT  AND  TERMS  OF  LOAN
     ----------------------------

     1.1     Note. The borrowing shall be evidenced by a promissory note payable
             ----
to  the  order  of  the  Lender  substantially in the form of Exhibit A attached
                                                              ---------
hereto  (the  "Note"), which shall be dated of even date herewith, duly executed
by  the  Borrower  in  the  principal amount of U.S. $482,000.00. The Note shall
incorporate  the  following  loan  terms  and  conditions  set forth within this
Section  1.

     1.2     Borrower's  Promise  to  Pay.  In  return  for  the  loan  advances
             ----------------------------
described  herein,  Borrower  promises  to pay to the order of Lender the sum of
Four  Hundred  Eighty-Two  Thousand  and  no/100  Dollars  (U.S.  $482,000.00),
hereafter  referred to as the "principal", plus interest thereon at the rate set
forth  below.

          a.  Loan Advances.  As of May 12, 1999, Lender already has advanced to
              ------------
Borrower  the  sum  of  Three  Hundred  Forty-Two  Thousand  and  no/100 Dollars
($342,000.00)  as  more  particularly set forth on Exhibit B attached hereto and
                                                   ---------
incorporated  herein by reference.  Lender will advance the remaining balance of
the  loan  amount (i.e., $140,000.00) to Borrower in accordance with a budget to
be  agreed  upon  by  Lender  and  Borrower.  The  aggregate amount of such loan
advances  will  be  called  the  "Outstanding  Principal  Balance".

          b.  Maturity Date. All principal and accrued interest thereon shall be
              ------------
due  and  payable  in  accordance  with  the following terms and conditions: (i)
repayment shall be made prior to the payment of any dividends to shareholders of
Borrower;  and  (ii) all principal and accrued interest shall be due and payable
upon the registration of any shares of Borrower under the Securities Act of 1933
pursuant  to  an  initial public offering (IPO) of Borrower's stock, or upon the
occurrence  of  any  financing  transaction  of  Borrower  (e.g.,  merger  or
acquisition),  provided,  however, that said IPO or financing transaction is for
an  amount  in  excess of Five Million Dollars ($5,000,000.00).  Notwithstanding
the  foregoing  provisions,  the Outstanding Principal Balance together with all
accrued  interest  thereon  shall  be  due and payable in full on March 1, 2004.

          c. Transferability of Note.The Lender may transfer or assign the Note.
              ----------------------
The  Lender  or  anyone  who takes the Note by transfer or assignment and who is
entitled  to  receive  payments under the Note will be called the "Note Holder."

     1.3     Interest.  Interest  will  be  charged on the Outstanding Principal
             --------
Balance  beginning  on  the  date  of  the first Loan Advance made hereunder and
continuing  until  the full amount of the Outstanding Principal Balance has been
paid.  Interest shall accrue on the Outstanding Principal Balance at the rate of
eight  percent  (8%)  per  annum.


<PAGE>
     Notwithstanding  anything  herein or in the Note to the contrary, it is not
the  intention  of  the parties hereto to charge, nor shall there at any time be
charged  or  become  due and/or payable hereunder or under the Note any interest
which would result in a rate of interest being charged which is in excess of the
maximum  rate  permitted  to be charged by law, and in the event that any sum in
excess of the maximum legal rate of interest is paid or charged, the same shall,
immediately  upon  discovery  thereof,  be  deemed  to have been a prepayment of
principal  (which  prepayment  shall  be  permitted,  and  be without premium or
penalty)  as of the date of such receipt, and all payments made thereafter shall
be  appropriately  reapplied  to  interest  and principal to give effect, to the
maximum  rate permitted by law, and after such reapplication, any excess payment
shall  be immediately refunded to Borrower.  The Borrower acknowledges that this
Loan  is  made  expressly  and  only  for  business  and  commercial  purposes.


     1.4 Loan Payments: The Borrower shall make payments to the Lender in lawful
         -------------
money  of  the  United  States  of  America,  in immediately available funds, as
follows:

                   a.  Place  of  Payments.  All  loan  payments  shall  be paid
                       -------------------
to Lender at:

              Upgrade  International  Corporation
              435  Martin  Street,  Suite  1010
              Blaine,  Washington  98231

or  at  such  other place as may be designated by Lender or the Note Holder from
time  to  time.

               b. Application  of  Payments.  Each  loan  payment shall be
                  -------------------------
applied as follows:

              (i)  First,  toward  payment  of  any  and  all accrued and unpaid
                   interest; and
              (ii) Second,  oward payment of any Outstanding Principal Balance.

               c.  Prepayment  of  Principal.  The Note may be prepaid in whole
                   -------------------------
or in part without  premium  or  penalty.

     1.5     Acceleration  of  Debt. It is expressly agreed that the full amount
             ----------------------
of  both  principal  and  interest due pursuant to the Note shall become due and
payable  at  the  option  of  the  Note  Holder on the happening of any Event of
Default  under  the  terms  of  this  Loan  Agreement.

2.     USE  OF  PROCEEDS.  The  proceeds of the Loan shall be used for operating
       -----------------
expenses  in  the  business  of  the  Borrower.

3.     AFFIRMATIVE  COVENANTS. The Borrower covenants and agrees that, until the
       ----------------------
Note  together  with interest and all its other indebtedness to the Lender under
this  Agreement  are  paid  in full, unless specifically waived by the Lender in
writing,  the Borrower shall furnish the Lender, if requested, annual statements
itemizing  the  income  and  expenses  of  the  operations  of  the Borrower and
Borrower's  projects, copies of all written instruments affecting the Borrower's
operations,  together  with complete and accurate balance sheets prepared at the
expense  of  the  Borrower.

4.     NEGATIVE COVENANT. The Borrower covenants and agrees that, until the Note
       -----------------
together  with  interest and all its other indebtedness to the Lender under this
Agreement  are  paid  in full, the Borrower shall not, without the prior written
consent  of  the Lender, which consent shall not be unreasonably withheld, enter
into  any  transaction of merger, or transfer, sell, assign, lease, or otherwise
dispose  of  all  or  a  substantial  part  of  its properties or assets, or any
interest  in its operations, or change the nature of its business or its company
name,  or  wind up, liquidate, or dissolve, or agree to do any of the foregoing,
without  the  prior  written  consent  of  the  Lender.


                              Loan Agreement - Page 2
<PAGE>
5.     DEFAULTS  AND  REMEDIES.
       -----------------------

     5.1     Events  of  Default.  If  any  one  or more of the following events
             -------------------
(herein  called  "Events of Default") shall occur for any reason whatsoever (and
whether  such  occurrence  shall be voluntary or involuntary or come about or be
effected by operation of law or pursuant to or in compliance with any, judgment,
decree,  or  order  of  any  court  or  any  order,  rule,  or regulation of any
administrative  or  governmental  body),  that  is  to  say:

          a.  If  default  shall  be  made  in  the  payment of the principal or
interest of the Note, when and as the same shall become due and payable, whether
at maturity or by acceleration or otherwise, and such default shall continue for
thirty  (30)  days  after  written  notice  of  default  is  given;

          b.  If  default  shall be made in the performance or observance of, or
shall occur under, any covenant, agreement, or other provision of this Agreement
or  in  any instrument or document delivered to the Lender in connection with or
pursuant  to  this  Agreement,  or  if  any  such  instrument  or document shall
terminate  or  become  void  or unenforceable without the written consent of the
Lender,  and  such  default  shall  continue  for thirty (30) days after written
notice  of  default  is  given;

          c.  If  default shall occur in the payment of any principal, interest,
or  premium  with respect to any indebtedness for borrowed money of the Borrower
under  any  agreement  or  instrument  under  or  pursuant  to  which  any  such
indebtedness  may  have  been  issued,  created,  assumed,  or guaranteed by the
Borrower,  and such default shall continue for more than the period of grace, if
any,  therein specified, or if any such indebtedness be declared due and payable
prior to the stated maturity thereof, and such default shall continue for thirty
(30)  days  after  written  notice  of  default  is  given;

          d.  If  any  representation or warranty or any other statement of fact
herein  or  in  any  writing,  certificate,  report,  or  statement  at any time
furnished  to  the  Lender  pursuant to or in connection with this Agreement, or
otherwise,  shall  be intentionally false or misleading in any material respect;

          e.  If  the  Borrower  shall admit in writing its inability to pay its
debts  generally as they become due, file a petition in bankruptcy or a petition
to  take  advantage of any insolvency act; make an assignment for the benefit of
its creditors; commence a proceeding for the appointment of a receiver, trustee,
liquidation,  or  conservator of itself or of a whole or any substantial part of
its property; file a petition or answer seeking reorganization or arrangement or
similar  relief under the federal bankruptcy laws or any other applicable law or
statute  of  the  United  States  or  any  state;

          f.  If  the  Borrower  shall  be  adjudged  a  bankrupt; or a court of
competent  jurisdiction  shall  enter an order, judgment, or decree appointing a
receiver, trustee, liquidator, or conservator of the Borrower or of the whole or
any  substantial  part of its respective properties, or approve a petition filed
against  the Borrower seeking reorganization or similar relief under the federal
bankruptcy  laws  or any other applicable law or statute of the United States or
any state, or if, under the provisions of any other law for the relief or aid of
debtors,  a  court  of competent jurisdiction shall assume custody or control of
the  Borrower  or of the whole or any substantial part of its respective assets;
or  if  there  is  commenced  against the Borrower any proceeding for any of the
foregoing  relief  or  if a petition in bankruptcy is filed against the Borrower
and  such proceeding or petition remains undismissed for a period of 30 days; or
if the Borrower by any act indicates its consent to, approval of or acquiescence
in  any  such  proceeding  or  petition;  or


                             Loan Agreement - Page 3
<PAGE>
          g.  If  any  judgment  against  the  Borrower  or  any  attachment  or
execution  against  any  of  its  property  for any amount in excess of $100,000
remains  unpaid,  unstayed,  or  undismissed  for a period of more than 30 days;

Then  and  in  any such event, and at any time, thereafter, if such or any other
Event  of  Default  shall  then  be  continuing,  the Lender may, at its option,
declare  the  Note  to  be  due  and payable, whereupon the maturity of the then
unpaid  balance of the Note shall be accelerated and the same, together with all
interest  accrued  thereon,  shall  forthwith  become  due  and  payable without
presentment,  demand,  protest,  or  notice of any kind, all of which are hereby
expressly  waived,  anything  contained  herein  or  in the Note to the contrary
notwithstanding.

     5.2     Suits  for  Enforcement.  In case any one or more Events of Default
             -----------------------
shall occur and be continuing, the Lender may proceed to protect and enforce its
rights  or  remedies,  whether  for  the  specific  performance of any covenant,
agreement,  or  other provision contained herein, in the Note or in any document
or  instrument delivered in connection with or pursuant to this Agreement, or to
enforce the payment of the Note or any other legal or equitable right or remedy.

     5.3     Rights and Remedies Cumulative. No right or remedy herein conferred
             ------------------------------
upon  the  Lender  is  intended  to  be  exclusive  of any other right or remedy
contained  herein,  in  the  Note  or in any instrument or document delivered in
connection  with  or pursuant to this Agreement, and every such flight or remedy
shall  be  cumulative  and  shall  be  in addition to every other such flight or
remedy  contained  herein  and therein or now or hereafter existing at law or in
equity  or  by  statute,  or  otherwise.

     5.4     Rights  and  Remedies  Not Waived. No course of dealing between the
             ---------------------------------
Borrower  and  the  Lender  or any failure or delay on the part of the Lender in
exercising  any  rights  or  remedies hereunder shall operate as a waiver of any
fight's  or  remedies  of  the  Lender  and no single or partial exercise of any
rights  or remedies hereunder shall operate as a waiver or preclude the exercise
of  any  other  fight's  or  remedies  hereunder.

6.     REPRESENTATIONS  AND  WARRANTIES.  In order to induce the Lender to enter
       --------------------------------
into  this  Agreement  and to make the loan as herein provided for, the Borrower
makes  the  following  representations  and  warranties  which shall survive the
execution  and  delivery  of  this Agreement and the Note, and any inspection or
examination  at  any  time  made  by  or  on  behalf  of  the  Lender.

     6.1     Corporate  Status.  The Borrower is a duly organized corporation in
             -----------------
good  standing  under the laws of the State of Washington, and has the power and
authority  to  own  its  properties  and to transact the business in which it is
engaged  or  presently  proposes  to engage. The Borrower is duly qualified as a
foreign  company  and  is in good standing in all states where the nature of its
business  or  the  ownership  or  use  of  property requires such qualification.

     6.2     Corporate Power and Authority. The Borrower has the power to borrow
             -----------------------------
and  to  execute,  deliver,  and  carry  out  the  terms  and provisions of this
Agreement,  the  Note and all instruments and documents delivered by it pursuant
to  this  Agreement,  and  the  Borrower  has  taken  or  caused to be taken all
necessary  corporate  action (including but not limited to, the obtaining of any
consent  of  its  shareholders  as  required  by  law  or  by  the  Articles  of
Incorporation  of  the  Borrower)  to  authorize  the  execution,  delivery, and
performance  of this Agreement, the borrowing hereunder, the making and delivery
of the Note, and the execution, delivery, and performance of the instruments and
documents  delivered  by  it  pursuant  to  this  Agreement.

     6.3     No  Violation  of  Agreements. The Borrower is not in default under
             -----------------------------
any  debenture, mortgage, deed of trust, agreement, or other instrument to which
it is a party or by which it may be bound. Neither the execution and delivery of
this Agreement, the Note or any of the instruments and documents to be delivered
pursuant  to  this  Agreement,  nor  the


                             Loan Agreement - Page 4
<PAGE>
consummation of the transactions herein and therein contemplated, nor compliance
with the provisions hereof or thereof will violate any law or regulation, or any
order  or  decree of any court or governmental instrumentality, or will conflict
with,  or result in the breach of, or constitute a default under, any indenture,
mortgage, deed of trust, agreement, or other instrument to which the Borrower is
a  party or by which it may be bound, or result in the creation or imposition of
any  lien,  charge,  or  encumbrance  upon  any  of the property of the Borrower
thereunder, or violate any provision of the Articles of Incorporation or Bylaws.

     6.4     Potential Liabilities. The Borrower has no material indebtedness of
             ---------------------
any kind, including, without limitation, contingent liabilities, liabilities for
taxes, long term leases or unusual forward or long-term commitments, and has not
granted  any  security  interest  in  any  of  its  assets  to  any  party.

7.     MISCELLANEOUS.
       -------------

     7.1     Relations  Between the Parties. Lender and Borrower intend that the
             ------------------------------
relationship  created  hereunder and evidenced hereby be solely that of creditor
and  debtor.  Nothing  herein  is  intended  to be construed as creating a joint
venture,  partnership,  tenancy-in-common, or joint tenancy relationship between
the  parties  hereto.

     7.2     Collection  Costs.  In  the  event  that the Lender shall retain or
             -----------------
engage  an  attorney  or attorneys to collect, enforce, or protect its interests
with  respect  to  this  Agreement,  the  Note,  or  any  instrument or document
delivered pursuant to this Agreement, or as to any collateral securing the Note,
the  Borrower  shall  pay  all  of  the  costs  and expenses of such collection,
enforcement, or protection, including reasonable attorneys' fees, and the Lender
may  take  judgment  for  all  such amounts, in addition to the unpaid principal
balance  of  the  Note  and  accrued  interest  thereon.

     7.3     Modification and Waiver. No modification or waiver of any provision
             -----------------------
of  the  Note or of this Agreement and no consent by the Lender to any departure
therefrom  by the Borrower shall be effective unless such modification or waiver
shall  be  in writing and signed by a duly authorized officer of the Lender, and
the  same shall then be effective only for the period, on the conditions and for
the  specific  instances and purposes specified in such writing. No notice to or
demand  on  the  Borrower in any case shall entitle the Borrower to any other or
further  notice  or  demand  in  similar  or  other  circumstances.

     7.4     Washington  Law.  The Note and this Agreement shall be construed in
             ---------------
accordance  with  and  governed  by  the  laws  of  the  State  of  Washington.

     7.5     Notices.  All  notices,  requests, demands, or other communications
             -------
provided  for  herein shall be in writing and shall be deemed to have been given
when  sent  by mail, telex, or other means of electronic transmission, including
telecopiers,  to  the  addresses  listed  below for each party, or to such other
person or address as either party shall designate to the other from time to time
in  writing  forwarded  in  like  manner:

     Lender:       UPGRADE  INTERNATIONAL  CORPORATION
                   435  Martin  Street,  Suite  1010
                   Blaine,  Washington  98231

     Borrower:     EFORNET  CORPORATION
                   P.O.  Box  8
                   Capitola,  California  95010


                               Loan Agreement - Page 5
<PAGE>
     7.6     Captions.  The  captions  of the various Sections and paragraphs of
             --------
this  Agreement  have  been inserted only for the purposes of convenience.  Such
captions  are not a part of this Agreement and shall not be deemed in any manner
to  modify,  explain,  enlarge,  or  restrict  any  of  the  provisions  of this
Agreement.

     7.7     Benefit  of  Agreement.  This  Agreement  shall be binding upon and
             ----------------------
inure  to  the  benefit  of  the  Borrower  and  the Lender and their respective
successors  and  assigns,  and  all  subsequent  holders  of  the  Note.

     7.8     Counterparts.  This  Agreement  may  be  executed  in  two  or more
             ------------
counterparts,  or by facsimile, any of which shall be deemed an original but all
of  which  together  shall  constitute  one  and  the  same  instrument.

     IN  WITNESS WHEREOF, the Borrower and the Lender have caused this Agreement
to be duly executed by their respective officers thereunto duly authorized as of
the  day  and  year  first  above  written.

LENDER:                                          BORROWER:
UPGRADE  INTERNATIONAL                           EFORNET  CORPORATION
CORPORATION, a Florida corporation               a  Washington  corporation



/s/  Daniel  Bland                               /s/  David  Zucker
----------------------------------               -------------------------------
By:  Daniel  Bland                               By:  David  I.  Zucker
Its:  President                                  Its:  President


                             Loan Agreement - Page 6
<PAGE>
                                    EXHIBIT A
                                    ---------

                                 PROMISSORY NOTE
                                 ---------------

BORROWER:     EFORNET  CORPORATION
--------
              A  Washington  Corporation

LENDER:       UPGRADE  INTERNATIONAL  CORPORATION
------
              A  Florida  Corporation

LOAN AMOUNT:  U.S.  $482,000.00
-----------

DATED:        May ____ ,  1999
-----

     1.     Borrower's Promise to Pay. In return for the loan advances described
            -------------------------
herein,  Borrower  promises  to pay to the order of Lender, the principal sum of
Four  Hundred  Eighty-Two  Thousand  and  no/100  Dollars  (USD  $482,000.00),
hereinafter  referred  to  as  the  "principal",  plus interest on the principal
amount  outstanding from time to time at the rate set forth in Section 2 herein.

          a.  Loan Advances.  As of May 12, 1999, Lender already has advanced to
             --------------
Borrower  the  sum  of  Three  Hundred  Forty-Two  Thousand  and  no/100 Dollars
($342,000.00).  Lender  will  advance  the  remaining balance of the loan amount
(i.e.,  $140,000.00)  to  Borrower  in  accordance  with a budget agreed upon by
Lender  and Borrower.  The aggregate amount of such loan advances will be called
the  "Outstanding  Principal  Balance."

          b.  Maturity  Date.  All  principal and accrued interest thereon shall
             --------------
mature  and  be  due  and  payable  in  accordance  with the following terms and
conditions: (i) repayment shall be made prior to the payment of any dividends to
shareholders  of  Borrower; and (ii) all principal and accrued interest shall be
due  and  payable  upon  the  registration  of  any shares of Borrower under the
Securities  Act  of  1933  pursuant  to  an  initial  public  offering  (IPO) of
Borrower's  stock,  or  upon  the  occurrence  of  any  financing transaction of
Borrower  (e.g.,  merger  or  acquisition),  provided, however, that said IPO or
financing  transaction  is  for  an  amount  in  excess  of Five Million Dollars
($5,000,000.00).  Notwithstanding  the  foregoing  provisions,  the  Outstanding
Principal  Balance  together  with all accrued interest thereon shall be due and
payable  in  full  on  March  1,  2004.

          c.  Transferability  of  Note.  The Lender may transfer or assign this
              -------------------------
Note.  The  Lender  or  anyone who takes this Note by transfer or assignment and
who  is  entitled  to  receive payments under this Note will be called the "Note
Holder."

     2.  Interest.  Interest  will be charged on that part of principal that has
         --------
not  been  paid.  Interest  will be charged on the Outstanding Principal Balance
beginning  on  the  date of the first Loan Advance made hereunder and continuing
until  the  full amount of principal has been paid. Interest shall accrue on the
Outstanding  Principal  Balance at the rate of eight percent (8%) per annum. The
Borrower  acknowledges  this  loan  is  made expressly and only for business and
commercial  purposes.

     3.  Required  Loan Payments: The Borrower shall make payments to the Lender
         -----------------------
in lawful money of the United States of America, in immediately available funds,
as  follows:


                            Loan Agreement - Page 6
<PAGE>

          a.  Place  of  Payments.  All  loan  payments  shall  be  paid  to
              --------------------
Lender  at:

                    Upgrade  International  Corporation
                    435  Martin  Street,  Suite  1010
                    Blaine,  Washington  98231

or  at  such  other place as may be designated by Lender or the Note Holder from
time  to  time.

          b.  Application  of  Payments.  Each  loan payment shall be applied as
              ------------------------
follows:  (i)  first, toward payment of any and all accrued and unpaid interest;
and  (ii)  second,  toward  payment  of  any  Outstanding  Principal  Balance.

          c.  Prepayment  of Principal.  This Note may be prepaid in whole or in
              ------------------------
part  without  premium  or  penalty.


     4.     Acceleration of Debt. It is expressly agreed that the full amount of
            --------------------
both  principal and  interest  due  pursuant to  this  Note shall become due and
payable at the option  of  the  Note Holder  on  the  happening of  any Event of
Default under the terms of the Loan Agreement.

     5.     Loan  Agreement.  This  Note  is issued pursuant to a Loan Agreement
            ---------------
between  the  Borrower and Lender dated of even date herewith. Reference is made
to  the  Loan Agreement concerning additional terms and conditions pertaining to
Lender's  rights  as  to  acceleration.

     6.     Miscellaneous.
            -------------

          a.  Borrower  and all guarantors and endorsers of this Note, severally
waive  diligence,  demand,  presentment,  notice  of nonpayment and protest, and
assent  to extensions of time of payment, surrender or substitution of security,
or  forbearance,  or  other  indulgence,  without  notice.

          b.  Borrower  and all others who may become liable for all or any part
of  this obligation, consent to any number of renewals or extensions of the time
of  payment  hereof  and to the release of all or any part of any security which
may  be given for the payment hereof.  Any such renewals, extensions or releases
may  be  made  without notice to any of said parties and without affecting their
liability.

          c.  This  Note  shall  be governed by and construed in accordance with
the  laws  of  the  State  of  Washington.

          d.  This  Note  may be executed by facsimile, which shall be deemed an
original.


BORROWER/MAKER:
---------------

EFORNET  CORPORATION



/s/  David  I.  Zucker
----------------------------
By:  David  I.  Zucker
Its:  President


                              Loan Agreement - Page 7
<PAGE>