VOTING TRUST AGREEMENT


     VOTING  TRUST  AGREEMENT  (this "Agreement is made effective as of February
22,  1999  (the  "Effective  Date"),  by  and  between  Upgrade  International
Corporation  (the  "Trustee"),  and  Work  Product  Investment  Trust  (the
"Shareholder").

     Whereas,  the  Shareholder  is  the  holder  of  record  of  Five  Million
(5,000,000)  shares  of  common  stock  in  EforNet  Corporation,  a  California
corporation  (the  "Corporation");  and

     Whereas,  the  Shareholder  desires  to  transfer to the Trustee the voting
power  of  One Hundred Thousand (100,000) shares of its stock in the Corporation
(the  "Shares")  for  a  period  of time in order to facilitate the purposes for
which  the  Corporation  was  formed;  and

     Whereas, the Trustee will act as a voting trustee of the Shares;

     Now, the therefore, it is hereby agreed as follows:

     1.     TRANSFER  OF  STOCK TO TRUSTEE. The Shareholder, simultaneously with
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the  execution of this Agreement, shall assign and deliver all the Shares to the
Trustee,  to  be  held  subject  to  the  terms  of  this Agreement for a period
commencing  on  the Effective Date of this Agreement and ending on September 30,
2000.  The  Trustee  immediately  shall  cause  the  Shares to be transferred to
itself,  as  Trustee,  on the books of the Corporation, and shall endorse across
the  face  of  all  certificates  held  by  it  hereunder  the following legend:

     "This certificate is held subject to a Voting Trust Agreement, effective as
     of  February  22,  1999,  a copy of which is in the  possession  of Upgrade
     International Corporation , as trustee."

     2.     VOTING.  At  all  meetings of shareholder of the Corporation, and in
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all  proceedings  affecting the Corporation, the Trustee shall have the right to
vote  the  Shares  hereunder  in  such  manner  as  it may determine in its sole
discretion,

     3.     ASSIGNMENT  OF  SHARES.  The  beneficial  interest  in  any  Shares
            ----------------------
deposited  hereunder  may be transferred by a separate instrument of assignment,
which  shall  refer to the provisions of this Agreement. Upon delivery of a copy
of  such  assignment to the Trustee, the assignee shall be deemed the beneficial
owner  of  such  Shares  for  all  purposes  of  this  Agreement

     4.     DIVIDENDS.  The  Shareholder  shall  be entitled to receive payments
            ---------
from  the  Trustee  equal  to  the cash dividends received by the Trustee on the
Shares  deposited.


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by  the  Shareholder.  If  dividends  are  declared  in  voting  stock  of  the
Corporation,  the Trustee shall retain such stock, which shall be deemed to have
been  deposited  under  the  terms  of this Agreement, provided that the Trustee
notifies  the  Shareholder of the declaration of such dividends. Stock dividends
declared  in  stock  without  voting  power shall be assigned immediately to the
Shareholder  by  the  Trustee.

     5.     TERMINATION.  Upon  the  termination  of this Agreement, the Trustee
            -----------
shall  assign  and  deliver  to  the  Shareholder  the  Shares  to  which  it is
beneficially  entitled.

     6.     BINDING  EFFECT. This Agreement shall inure to the benefit of and be
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binding  upon the Shareholder, its successors and assigns, and upon the Trustee.

     7.     ENTIRE  AGREEMENT.  This  Agreement  supersedes  all  agreements
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previously  made between the parties relating to its subject matter There are no
other  understandings  or  agreements  between  them.

     8.     NOTICES.  All  notices or other documents under this Agreement shall
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be  in  writing  and  delivered  personally or mailed by certified mail, postage
prepaid,  addressed  to  the  parties  at  their  last  know  addresses.

     9.     NON  WAIVER.  No  delay  or failure by a party to exercise any right
            -----------
under  this  Agreement,  and  no partial or single exercise of that right, shall
constitute  a  waiver  of  that  or  any other right, unless otherwise expressly
provided  herein.

     10.     HEADINGS.  Headings  in this Agreement are for convenience only and
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shall  not  be  used  to  interpret  or  construe  its  provisions.

     11.     GOVERNING LAW. This Agreement shall be construed in accordance with
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and  governed  by  the  laws  of  the  State  of  Washington.

     12.     SEVERABILITY.  This Agreement is intended to comply with Washington
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law.  If  any  provision  of  this Agreement or any application thereof shall be
determined  to  be invalid or unenforceable, the remainder of this Agreement and
any  application  thereof  not  be  affected  thereby.

     13.     COUNTERPARTS.  This  Agreement  may be executed in counterparts, on
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separate  signature  pages,  or  by  facsimile and if so executed, each shall be
deemed  an  original and all shall constitute one and the same agreement binding
upon  all parties notwithstanding that all parties are not signatory to the same
counterpart,  page  or  facsimile.

                  [Remainder of page intentionally left blank.]


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     In  witness  whereof  the  parties have signed this Agreement by their duly
authorized representatives as of the date set forth below, but made effective as
of  February  22,  1999,

                                        SHAREHOLDER:

                                        WORK  PRODUCT  INVESTMENT  TRUST


                                        /s/David  Zucker
                                        ----------------------------------
                                        By:  David  Zucker
Dated:     3/21/2000                    Its:  Trustee
      ----------------


                                        TRUSTEE:

                                        UPGRADE  INTERNATIONAL  CORPORATION


                                        __________________________________
                                        By:_______________________________
Dated:______________________            Its:______________________________


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