ASSIGNMENT OF
                                  -------------

                          INTELLECTUAL PROPERTY RIGHTS
                          ----------------------------


     KNOW ALL MEN BY THESE PRESENTS that WORK PRODUCT INVESTMENT TRUST and DAVID
ZUCKER (collectively "Assignor"), for One Dollar ($1.00), certain stock purchase
rights  and  for other good and valuable consideration to Assignor in hand paid,
the  receipt  of  which is hereby acknowledged, does hereby assign, transfer and
set  over  unto  EFORNET CORPORATION, a Washington corporation ("Assignee"), its
successors  and  assigns, all of Assignor's right, title and interest in, to and
under  all  of  the  following  described  intellectual  property:

     All rights, title and interest in and to the electronic financial switching
software  more  particularly  described  on  Exhibit  A  attached  hereto  and
incorporated  herein  by  reference,  including  any  patent applications and/or
letters  of  patent  issued  with  respect  thereto  and all goodwill associated
therewith.

     TO  HAVE  AND TO HOLD the rights and interests hereby assigned, transferred
and  conveyed,  together  with all rights and privileges in any way appertaining
thereto  unto  the  assignee,  its successors and assigns from this day forward.

     Assignor hereby authorizes and grants its power of attorney to Assignee and
appoints  Assignee  and  the  officers thereof as Assignor's attorney-in-fact to
take  any  appropriate  action  in  connection  with  any  of  said  assets  and
properties,  in  the  name  of  Assignor  or in any other name but at Assignor's
expense,  it  being understood that this authorization and power of attorney are
coupled  with  an  interest  and  are  irrevocable.

     Assignor  hereby  covenants  and  agrees with Assignee that, at any time or
from  time  to  time  hereafter,  the  Assignor, at the request of Assignee, its
successors  or assigns, shall execute and deliver to Assignee, its successors or
assigns, all such further instruments of assignment, transfer and conveyance may
be necessary or proper in order to  more effectively convey, assign and transfer
to the Assignee, its successors or  assigns,  all  rights,  title  and  interest
being  conveyed  and  assigned hereunder.


<PAGE>
     IN  WITNESS WHEREOF, the Assignor has caused this instrument to be executed
this  17      day  of  February,  1999.
     ----

                                              ASSIGNOR:

                                              WORK  PRODUCT  INVESTMENT  TRUST

                                              By:  /s/  David  Zucker
                                                 -----------------------------

                                              Its:  TRUSTEE
                                                  ----------------------------



                                              /s/  David  Zucker
                                              --------------------------------
                                              DAVID  ZUCKER

                                              683  Bayview  Drive
                                              Aptos,  California  95003


<PAGE>
                                    EXHIBIT A

            (DESCRIPTION OF ELECTRONIC FINANCIAL SWITCHING SOFTWARE)

Transaction  Network  Environment  (TNE)

This  product  is  a  comprehensive software development environment for On-line
Transaction  Processing  (OLTP)  applications  being  developed  under  the UNIX
operating  system.  Although  the  system  can  support  a  robust  variety  of
applications,  the  primary  application  developed  and  in  production  is the
financial  processing  switch.

The  FINET Software allows financial institutions and retailers to automatically
authorize,  capture,  and  process debit and credit transactions in proprietary,
regional,  or  national network environments. The software is modular and can be
implemented  as  a  pure  credit  authorization  system or as a fully functional
credit  draft  capture  and  debit  card  POS  system.

The  FINET  Software  supports  a  comprehensive  transaction  set,  including
pre-authorization  processing,  merchandise  returns,  and  full  merchant
reconciliation  processing options. Support is provided for all card types and a
wide  variety  of  POS  terminals,  Support  is  also  provided  for CRT-entered
authorizations,  charge  backs,  and  re-presentments.


<PAGE>