FUNDING AGREEMENT

     THIS  FUNDING  AGREEMENT  (this "Agreement") is made and entered into as of
July  16th     ,  1999,  by  and  between  EFORNET  CORPORATION,  a  Washington
--------------
corporation  (the  "Borrower"), and UPGRADE INTERNATIONAL CORPORATION, a Florida
corporation  (the  "Lender").

     WHEREAS,  the  Borrower  desires,  from  time to time, to borrow additional
funds  from  the  Lender for general working capital, and the Lender is willing,
subject  to  and  upon the terms and conditions herein set forth, to advance and
lend  such  additional  funds  to  Borrower;

     Now,  therefore,  in  consideration  of the mutual covenants and agreements
herein  contained and for other good and valuable consideration, the receipt and
sufficiency  of  which  are  hereby  acknowledged,  the  parties hereto agree as
follows:

     1.     Funding  Commitment. Lender hereby agrees to use its best efforts to
            -------------------
secure  or  provide  additional  funding  for  Borrower,  not  to  exceed in the
aggregate the sum of Five Million Dollars ($5,000,000), upon satisfaction of all
of  the  following  conditions  precedent:

          (a)     Borrower  shall have provided Lender with a copy of Borrower's
current business plan, which business plan shall have been accepted and approved
by  Lender;

          (b)     Borrower  shall have provided Lender with a copy of Borrower's
budget  for  the  current  fiscal year and the next two succeeding fiscal years,
which  budget  shall  have  been  approved  by  Lender;  and

          (c)     Borrower  shall  have  met certain financial targets, business
goals  and/or  milestones  as  mutually  agreed  upon  by  Borrower  and Lender.

     2.     Note.  All  funds  which may be advanced by Lender to Borrower under
            ----
this  Agreement  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"),
duly  executed  by  the  Borrower.  The terms of the Note shall provide that all
principal  and  accrued  interest thereon shall be due and payable in accordance
with  the  following  terms and conditions: (a) repayment shall be made prior to
the  payment of any dividends to shareholders of Borrower; and (b) 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  on  any Note(s), together with all accrued
interest  thereon,  shall  be  due  and  payable  in  full  on  March  1,  2004.


                          Funding Agreement - Page 1
<PAGE>
     3.     Transferability of Notes. The Lender may transfer or assign any such
            ------------------------
Note(s).

     4.     Interest.  Notwithstanding  anything herein or in the Note(s) to the
            --------
contrary,  it  is  not the intention of the parties hereto to charge, nor at any
time  shall there be charged or become due and/or payable hereunder or under the
Note(s)  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.

     5.     Use  of  Proceeds.  The  proceeds of any funds advanced or loaned to
            -----------------
Borrower by Lender under this Agreement shall be used for operating expenses and
working  capital in the business of Borrower. The Borrower acknowledges that any
funds  advanced  or  loaned  to  Borrower  pursuant  to  this Agreement are made
expressly  and  only  for  business  and  commercial  purposes.

     6.     Affirmative Covenants. The Borrower covenants and agrees that, until
            ---------------------
all  Notes,  together  with  any accrued and unpaid interest thereon, and all of
Borrower's  other  indebtedness  to the Lender under this Agreement or otherwise
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.

     7.     Negative  Covenants.  The  Borrower covenants and agrees that, until
            -------------------
all  Notes,  together  with  any accrued and unpaid interest thereon, and all of
Borrower's other indebtedness to the Lender 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.

     8.     Defaults  and  Remedies.
            -----------------------


                          Funding Agreement - Page 2
<PAGE>
          8.1     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 any 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 grace period, 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


                          Funding Agreement - Page 3
<PAGE>
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

          (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 any outstanding Note(s) to be due and payable, whereupon the maturity of
the then unpaid balance of any and all such Note(s) 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 any Note(s)
to  the  contrary  notwithstanding.

          8.2     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 any Note(s), or in
any  document  or  instrument  delivered  in connection with or pursuant to this
Agreement,  or  to  enforce  the  payment  of  any Note(s) or any other legal or
equitable  right  or  remedy.

          8.3     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  any  Note(s),  or  in any instrument or document
delivered in connection with or pursuant to this Agreement, and every such right
or remedy shall be cumulative and shall be in addition to every other such right
or  remedy  contained herein and therein, or now or hereafter existing at law or
in  equity  or  by  statute,  or  otherwise.

          8.4     Rights and Remedies Not WaivedNo 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
rights  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  rights  or  remedies  hereunder.

     9.     Representations  and  Warranties.  In  order to induce the Lender to
            --------------------------------
enter  into  this  Agreement  and  to make any loans as herein provided for, the
Borrower  makes the following representations and warranties which shall survive
the execution and delivery of this Agreement and any Note(s), and any inspection
or  examination  at  any  time  made  by  or  on  behalf  of  the  Lender.


                          Funding Agreement - Page 4
<PAGE>
          9.1     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.

          9.2     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,  any  Note(s),  and  all  instruments  and  documents delivered by it
pursuant  to  this  Agreement,  and the Borrower will have 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,  any  borrowing hereunder, the making and
delivery  of  any  Note(s),  and the execution, delivery, and performance of the
instruments  and  documents  delivered  by  it  pursuant  to  this  Agreement.

          9.3     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, any Note(s), or any of the instruments and documents
to  be  delivered  pursuant  to  this  Agreement,  nor  the  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.

          9.4     Potential  Liabilities.  Other  than  as disclosed on Schedule
                  ----------------------                                --------
9.4 attached hereto,  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.

     10.     Miscellaneous.
             --------------

          10.1    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,  any  Note(s), or any instrument or document
delivered  pursuant  to  this  Agreement,  or  as to any collateral securing any
Note(s),  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  any  Note(s)  and  accrued  interest  thereon.


                          Funding Agreement - Page 5
<PAGE>
          10.3     Modification  and  Waiver.  No  modification or waiver of any
                   -------------------------
provision  of  any  Note(s) 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.

          10.4     Washington  Law.  All  Note(s)and  this  Agreement  shall  be
                   ---------------
interpreted,  construed and enforced in accordance with and governed by the laws
of  the  State  of  Washington.

          10.5     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

          10.6     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.

          10.7     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  any  Note(s).

          10.8     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.


                         [Signatures on following page]
                          Funding Agreement - Page 6
<PAGE>
          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  I.  Zucker
--------------------                           ------------------------
By:  Daniel  Bland                             By:  David  I.  Zucker
Its:  President                                Its:  President


                          Funding Agreement - Page 7
<PAGE>
                                    EXHIBIT A
                                    ---------

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

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

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

LOAN  AMOUNT:   U.S.  $_______________________
------------

DATED:          ________________________,1999
-----

     1.     Borrower's  Promise  to  Pay. Borrower hereby promises to pay to the
            ----------------------------
order of Lender, the principal sum of                               Dollars (USD
                                     ------------------------------
$          ),  hereinafter  referred to as the "principal", plus interest on the
 ----------
principal  amount outstanding from time to time at the rate set forth in Section
4  herein.

     2.     Maturity  Date.  All  principal  and  accrued interest thereon shall
            --------------
mature  and  be  due  and  payable  in  accordance  with the following terms and
conditions: (a) repayment shall be made prior to the payment of any dividends to
shareholders  of  Borrower;  and Co) 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.

     3.     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."

     4.     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 hereof and continuing until the full amount of principal
has been paid. Interest shall accrue on the outstanding principal balance at the
rate  of        percent    (%)  per  annum.  The Borrower acknowledges this loan
        -------        ----
is made expressly  and  only  for  business  and  commercial  purposes.


                          Funding Agreement - Page 8
<PAGE>
     5.     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:

          (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.

     6.     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  Funding  Agreement.

     7.     Funding  Agreement.  This  Note  is  issued  pursuant  to  a Funding
            ------------------
Agreement  between  the Borrower and Lender dated                              ,
                                                  -----------------------------
1999. Reference is made to the Funding Agreement concerning additional terms and
conditions  pertaining  to  Lender's  rights  as  to  acceleration.

     8.     Miscellaneous.
            -------------

          8.1     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.

          8.2     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.

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


                          Funding Agreement - Page 9
<PAGE>
BORROWER/MAKER:
---------------

EFORNET  CORPORATION



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


                          Funding Agreement - Page 10
<PAGE>
                                  SCHEDULE 9.4
                                  ------------

                          LIABILITIES AND INDEBTEDNESS
                          ----------------------------


                          Funding Agreement - Page 11
<PAGE>