INVESTMENT AGREEMENT
                              --------------------

     This  INVESTMENT  AGREEMENT  (this  "Agreement")  is  by  and between E-Net
Financial.com,  Inc.  (the "Company") and Laguna Pacific Partners, LP ("Laguna")
and  is  executed  on                         ,  2001  (the  "Closing  Date").

     Upon  execution  of  this  Agreement,  Laguna  shall provide to the Company
$200,000  (the "Principal"), via wire transfer (the "Investment").  The terms of
the  Investment  shall  be  as  follows:

     1.     The  Principal  shall  be  repaid  in  accordance  with that certain
Promissory  Note,  a  form  of  which is attached hereto as Exhibit "A".  In the
                                                            -----------
event  a payment date falls on a weekend or holiday, then the applicable payment
date  shall be the next business day after the payment date.  All payments shall
be  made  in  the name of Laguna Pacific Partners, LP, and shall be addressed as
follows:  Laguna  Pacific  Partners,  LP;  18301  Von  Karman Avenue, Suite 850;
Irvine,  California  92612-1008,  Attn:  Lawrence  W.  Horwitz.

     2.     The  obligations  of the Company shall be secured as follows:  (1) a
UCC-1  first  priority  Financing Statement encumbering all of the assets of the
Company,  including,  but  not limited to, its accounts receivable, intellectual
property,  furniture,  fixtures  and  equipment,  but  NOT  the  assets  of  the
subsidiaries;  and  (b)  all  shares  of the Company shall be pledged by Vincent
Rinehart,  with  a blank stock power providing Laguna with the right to transfer
such  shares  to  Laguna  Pacific  Partners,  LP  brokerage  account  (account
information  to be delivered at that time) in the event of default hereunder and
sell  the shares in order to collect any unrecovered funds from cash receivables
of  Company.  Laguna  shall  have  the  right  to  inspect any and all books and
records  of the Company upon one day's written notice.  In the event the Company
fails  to  comply with the previous sentence, it shall be deemed to be in breach
of  this  Agreement at which time, all outstanding principal, late fee(s) and/or
default  payment(s)  will  become  immediately  due and payable in full.  In the
event  of  a  default, in addition to all other remedies provided by law, Laguna
shall  be entitled to attach all receivables of the Company and its subsidiaries
and  collect  all  such  funds.

     3.     Laguna  shall  receive  the  following  return  for  its  investment
hereunder:  it  shall receive a Warrant to receive $225,000 in stock (calculated
in  accordance with the terms of the Warrant, a form of which attached hereto as
Exhibit  "B");  the  aggregate  exercise price of this Warrant shall be $1.00 in
------------
total.  At  all times during which any of the principal remains outstanding, the
---
amount  of  such  Warrant  shall  be  $225,000  plus  any amounts subject to the
adjustment set forth in the Warrant.  The shares underlying the Warrant shall be
entitled  to  the  registration  rights  set  forth  in  the  Warrant.


     4.     The  parties hereto understand that this Agreement has been prepared
by  Lawrence  W.  Horwitz.  In  preparing  this  Agreement,  Mr.  Horwitz  is
representing  only  Laguna  Pacific  Partners,  LP.  The  Company  has  retained
independent  counsel  to  review  and advise the Company regarding the legal and
financial  implications  of  this  Agreement  and  associated  Exhibits.

<PAGE>

     5.  In  the event of a dispute related to or arising from the terms of this
Agreement,  such  dispute shall be resolved in Orange County, California and the
prevailing  party  shall  be  entitled  to  all  attorneys' fees and costs. This
Agreement  shall  be interpreted in accordance with Delaware law. This Agreement
reflects  the  entire  understanding of the parties hereto regarding the matters
set  forth  herein.  This Agreement may only be amended with the express written
mutual  consent  of  Laguna  and  the  Company.

     IN  WITNESS  WHEREOF, the Parties hereto have executed this Agreement as of
the  date  first  above  written.


E  NET  FINANCIAL.COM,  INC.



By: /s/ Vincent Rinehart
     Vincent R. Rinehart
Its: President & CEO


LAGUNA  PACIFIC  PARTNERS,  LP



By:  /s/ Lawrence  W.  Horwitz
     Lawrence  W.  Horwitz
Its: President  of  General  Partner,
     Strawberry  Canyon  Capital,  Inc.



By:  /s/ Thomas  H.  Ehrlich
     Thomas  H.  Ehrlich
Its: President  of  General  Partner,
     Manhattan  Network,  Inc.


FOR  THE  LIMITED  PURPOSE  OF  THE  STOCK  PLEDGE  SET  FORTH  HEREIN:



By:  /s/ Vincent  Rinehart
     Vincent  Rinehart

<PAGE>




                                   EXHIBIT "A"
                                   -----------

                                     FORM OF

                             SECURED PROMISSORY NOTE


<PAGE>


                                   EXHIBIT "A"
                                   -----------

                             SECURED PROMISSORY NOTE

$200,000     Dated:  ____________,  2001

     1.     Principal.  For  value  received,  E-Net  Financial.com,  Inc.,  a
            ---------
corporation  and  all of its subsidiary and affiliated corporations, jointly and
severally  ("Maker"),  promises  to pay to the order of Laguna Pacific Partners,
             -----
LP, a Delaware limited partnership ("Holder"), at 18301 Von Karman Avenue, Suite
                                     ------
850;  Irvine,  California  92612-1008,  or  at  such  other  place as Holder may
designate  in  writing,  the principal sum of $200,000 (the "Obligation"), which
                                                             ----------
represents  the  principal  amount  to  be  advanced by Holder to Maker plus all
accrued  interest.

     2.     Interest.  Interest on the unpaid principal amount of the Obligation
            --------
outstanding  shall  accrue  at  a  rate per month equal to 7% percent per annum.
Computations  of  interest shall be made on the basis of a 30-day month, and the
actual  number  of  days  elapsed.

     3.     Payments.  Maker shall pay to Holder the Obligation in the following
            --------
manner:

     (a)  One  payment consisting of principal and interest on the Maturity Date
          (as  defined  below).

     (b)  "Maturity  Date"  shall  mean  the sooner to occur of either: (1) nine
          ------------- months from the date of this Note; or (2) the listing of
          Maker  upon  the  NASDAQ  Small  Cap  market  stock  exchange.

     4.     Transaction.  This  Note  is  the Promissory Note issued by Maker to
            -----------  Holder  to  evidence  the  Obligation.

     5.     Prepayment.  Maker  shall  be  entitled to prepay this Note prior to
            ----------
the  Maturity  Date  without premium or penalty, provided, however, the terms of
the  related  Warrant  shall  remain  in  full  force  and  effect.

     6.     Applications  of  Payments.  Payments received by Holder pursuant to
            --------------------------
the  terms  hereof shall be applied in the following manner:  (1) to the payment
of  all  expenses,  charges,  late  payment  fees, costs and fees incurred by or
payable to Holder and for which Maker is obligated pursuant to the terms of this
Note;  (2)  to  the payment of all interest accrued to the date of such payment;
and  (3)  to  the  payment  of  principal.

     7.     Security.  As  security  and  collateral  for  the Obligation, Maker
            --------
hereby  grants  to  Holder  a  continuing  security  interest in, and assigns to
Holder, all of Maker's interest in all of its assets.  Any stock and assets held
by  Holder  shall be returned to Maker upon payment in full of this note.  Maker
further  agrees  to  pledge  all  stock  issued  by  each of its subsidiaries by
delivering  original  certificates  to  the  law  offices  of  Senn, Palumbo and
Meulemans,  LLP,  with  a  blank  stock  power  and  medallion  guarantee.

<PAGE>

     8.     Events  of  Default.  The  occurrence of any of the following events
            -------------------
shall  constitute  an  Event  of  Default  hereunder

     (a)  Failure  of  Maker to pay the principal and interest upon the Maturity

     (b)  Failure of Maker to pay any amount or perform any obligation under the
          Agreement;

     (c)  Maker  shall admit in writing his inability to, or be generally unable
          to,  pay  his  undisputed  debts as such undisputed  debts become due;

     (d)  Maker  shall:  (1)  apply for or consent to the appointment of, or the
          taking  of  possession by, a receiver, custodian, trustee, examiner or
          liquidator  of  all  or a substantial part of his property; (2) make a
          general  assignment  for  the benefit of his creditors; (3) commence a
          voluntary  case  under  the  United States Bankruptcy Code; (4) file a
          petition  seeking  to  take  advantage  of  any  other law relating to
          bankruptcy,  insolvency,  reorganization,  liquidation,  dissolution,
          arrangement  or  winding-up,  or composition or readjustment of debts;
          (5)  fail  to  controvert  in  a  timely  and  appropriate  manner, or
          acquiesce  in  writing  to,  any  petition  filed  against  him  in an
          involuntary  case under the United States Bankruptcy Code; or (6) take
          any  action  for  the  purpose  of  effecting  any  of  the foregoing;

     (e)  A  proceeding  or  case shall be commenced, without the application or
          consent of Maker, in any court of competent jurisdiction, seeking: (1)
          his  financial  reorganization,  liquidation  or  arrangement,  or the
          composition  or  readjustment  of  his debts, (2) the appointment of a
          receiver,  custodian,  trustee,  examiner,  liquidator  or the like of
          Maker  or  of  all  or  any  substantial  part of his property; or (3)
          similar  relief  in  respect  of  Maker  under  any  law  relating  to
          bankruptcy, insolvency, reorganization or composition or adjustment of
          debts,  and  such proceeding or case shall continue undismissed, or an
          order,  judgment  or decree approving or ordering any of the foregoing
          shall  be entered and continue unstayed and in effect, for a period of
          30 or more days; or an order for relief against Maker shall be entered
          in  an  involuntary  case  under the United States Bankruptcy Code; or

<PAGE>

     (f)  A  final  judgment  or  judgments  issued  by  a  court  of  competent
          jurisdiction  for  the  payment  of  money  in excess of $5,000 in the
          aggregate  (exclusive  of  judgment amounts fully covered by insurance
          where  the insurer has admitted liability in respect of such judgment)
          or  in  excess  of  $10,000  in the aggregate (regardless of insurance
          coverage)  shall  be  rendered  by  a one or more governmental persons
          having jurisdiction against Maker and the same shall not be discharged
          (or  provision  shall  not  be  made for such discharge), or a stay of
          execution  of  the  relevant judgment shall not be procured, within 30
          days  from  the  date  of  entry of such judgment and Maker shall not,
          within  that  30-day  period,  or  such  longer  period  during  which
          execution  of  the  same shall have been stayed, appeal from and cause
          the  execution  of  such  judgment  to  be  stayed during such appeal.

     9.     Remedies;  Late  Payment  Penalty;  Default Interest Rate.  Upon the
            ---------------------------------------------------------
occurrence  of  an  Event  of  Default  and without demand or notice, Holder may
declare  the  principal amount then outstanding of, and the accrued interest on,
the  Obligation of Maker to be forthwith due and payable, whereupon such amounts
shall  be  immediately  due  and payable without presentment, demand, protest or
other formalities of any kind, all of which are hereby expressly waived by Maker
and  Maker  may  exercise  all  rights  and  remedies  available to it under the
Agreement  or  any  succeeding  agreement).

     10.     Waiver.  Maker  hereby  waives  diligence, presentment, protest and
             ------
demand,  notice  of  protest, dishonor and nonpayment of this Note and expressly
agrees  that,  without  in  any  way affecting the liability of Maker hereunder,
Holder  may  extend any maturity date or the time for payment of any installment
due  hereunder,  accept security, release any party liable hereunder and release
any  security now or hereafter securing this Note.  Maker further waives, to the
full  extent  permitted  by  law,  the  right  to  plead any and all statutes of
limitations  as  a  defense to any demand on this Note, or on any deed of trust,
security  agreement,  lease  assignment,  guaranty  or  other  agreement  now or
hereafter  securing  this  Note.

     11.     Attorneys'  Fees;  Costs.  Maker  agrees to pay to Holder all costs
             ------------------------
and  expenses  including  attorneys'  fees  and  costs,  incurred  by  Holder in
connection  with  the negotiation, preparation or execution of the Loan and this
Note.  If  this  Note  is  not  paid when due or if any Event of Default occurs,
Maker promises to pay all costs of enforcement and collection, including but not
limited to, Holder's attorneys' fees, whether or not any action or proceeding is
brought  to  enforce  the  provisions  hereof.

     12.     Severability.  Every  provision  of  this  Note  is  intended to be
             ------------
severable.  In  the event any term or provision hereof is declared by a court of
competent jurisdiction, to be illegal or invalid for any reason whatsoever, such
illegality  or  invalidity  shall  not  affect  the  balance  of  the  terms and
provisions  hereof,  which  terms  and  provisions  shall  remain  binding  and
enforceable.


<PAGE>

     13.     Interest  Rate  Limitation.  Holder  and  Maker stipulate and agree
             --------------------------
that none of the terms and provisions contained herein or in the Agreement shall
ever  be  construed  to  create  a contract for use, forbearance or detention of
money  requiring payment of interest at a rate in excess of the maximum interest
rate  permitted  to  be charged by the laws of the State of California.  In such
event,  if  any  Holder  of  this  Note shall collect monies which are deemed to
constitute  interest  which would otherwise increase the effective interest rate
on  this Note to a rate in excess of the maximum rate permitted to be charged by
the  laws  of the State of Delaware, all such sums deemed to constitute interest
in  excess  of  such maximum rate shall, at the option of Holder, be credited to
the  payment  of  the  sums  due  hereunder  or  returned  to  Maker.

     14.     Number  and  Gender.  In  this  Note the singular shall include the
             -------------------
plural  and the masculine shall include the feminine and neuter gender, and vice
versa,  if  the  context  so  requires.

     15.     Headings.  Headings  at the beginning of each numbered paragraph of
             --------
this  Note  are  intended  solely  for  convenience  and are not to be deemed or
construed  to  be  a  part  of  this  Note.

     16.     Choice  of  Law.  This  Note  shall be governed by and construed in
             ---------------
accordance with the laws of the State of California.  Any action to enforce this
Note  shall  be  brought  in  state  or federal courts located in Orange County,
California.

17.     Miscellaneous.
        -------------

(a)     All  notices and other communications provided for hereunder shall be in
writing  and  shall be delivered by United States mail, certified or registered,
return  receipt requested to the respective party at the address provided in the
Agreement  or  otherwise  provided  for  such  purpose.

(b)     No  failure  or  delay on the part of Holder or any other holder of this
Note  to exercise any right, power or privilege under this Note and no course of
dealing  between Maker and Holder shall impair such right, power or privilege or
operate  as  a  waiver  of any default or an acquiescence therein, nor shall any
single  or  partial  exercise of any such right, power or privilege preclude any
other  or  further exercise thereof or the exercise of any other right, power or
privilege.  The rights and remedies herein expressly provided are cumulative to,
and not exclusive of, any rights or remedies, which Holder would otherwise have.
No  notice to or demand on Maker in any case shall entitle Maker to any other or
further  notice  or  demand  in  similar  or other circumstances or constitute a
waiver  of  the  right  of  Holder  to  any  other  or  further  action  in  any
circumstances  without  notice  or  demand.

(c)     Maker  and  any  endorser  of  this  Note hereby consent to renewals and
extensions  of  time at or after the maturity hereof, without notice, and hereby
waive  diligence,  presentment,  protest,  demand  and  notice.

(d)     Maker  may  not assign its rights or obligations hereunder without prior
written  consent  of  Holder.  Subject to compliance with applicable federal and
state  securities  laws, Holder may:  (1) assign all or any portion of this Note
without  the prior consent of Maker; or (2) sell or agree to sell to one or more
other  persons  a participation in all or any part of the Note without the prior
consent  of  Maker.  Upon surrender of the Note, Maker shall execute and deliver
one  or  more  substitute  notes  in  such denominations and of a like aggregate
unpaid  principal  amount  or  other  amount issued to Holder and/or to Holder's
designated transferee or transferees.  Holder may furnish any information in the
possession  of  Holder  concerning Maker, or any of its respective subsidiaries,
from time to time to assignees and participants (including Prospective assignees
and  participants).

<PAGE>


(e)     It  is  hereby acknowledged that Lawrence W. Horwitz and the law firm of
Senn  Palumbo Meulemans, LLP have a conflict of interest in preparing this Note.
As  a  result,  such parties are only representing the Holder in connection with
the  preparation and execution of this Note.  The Maker has acknowledged that it
has  retained independent counsel in connection with such representation.  Maker
releases  Holder,  Lawrence  W. Horwitz and Senn Palumbo Meulemans, LLP from any
conflicts  of  interest  pertaining  to  all  documents  drafted in formation of
subsidiary,  Mr.  Ehrlich,  Mr.  Horwitz  and  Holder.

     IN  WITNESS  WHEREOF,  Maker  has  caused this Note to be duly executed and
delivered to Holder as of the day and year and at the place first above written.

"MAKER"

E  NET  FINANCIAL.COM,  INC.


By:_____________________________
   _____________________________
Its:____________________________

"HOLDER"

LAGUNA  PACIFIC  PARTNERS,  LP


By: ________________________________         By:  ____________________________
     Lawrence  W.  Horwitz                        Thomas  H.  Ehrlich
Its: President  of General Partner,          Its: President of General  Partner,
     Strawberry  Canyon Capital, Inc.             Manhattan Network, Inc.


<PAGE>


                                   EXHIBIT "B"
                                   -----------

                                     FORM OF

                                WARRANT AGREEMENT


<PAGE>


                                   EXHIBIT "B"
                                   -----------

                                WARRANT AGREEMENT
                                -----------------

     This  WARRANT  AGREEMENT  (this  "Agreement")  is  made  and  entered  into
as  of                    ,  2001,  between  E-Net  Financial,  Inc.,  a  Nevada
corporation  (the "Company") and Laguna Pacific Partners, LP, a Delaware limited
partnership  ("Holder").

                                 R E C I T A L S
                                 ---------------

     WHEREAS,  the  Company  proposes  to  issue to Holder $225,000 in warrants,
subject  to  adjustment  set  forth  herein  (the "Warrants"), each such Warrant
entitling  the  holder thereof to purchase shares of Common Stock of the Company
(the  "Exercise  Shares,"  "Shares,"  or  the  "Common  Stock");  and

     WHEREAS,  the  Warrants  which  are  the  subject of this Agreement will be
issued  by  the  Company to Holder as part of consideration payable to Holder in
connection  with  a  loan  by  the  Holder pursuant to the terms of that certain
Secured  Promissory  Note,  of  even  date  herewith  (the  "Note").

     NOW,  THEREFORE, in consideration of the promises and the mutual agreements
herein  set  forth,  the  parties  hereto  agree  as  follows:

                                A G R E E M E N T
                                -----------------

     1.     Warrant Certificates.  The warrant certificates will be delivered to
            --------------------
Laguna  Pacific Partners, LP immediately upon the signing of this Agreement (the
"Warrant  Certificates")  and  shall  be  in  the  form  set forth in Exhibit A,
                                                                      ---------
attached  hereto  and  made  a  part  hereof,  with such appropriate insertions,
omissions,  substitutions  and  other variations as are required or permitted by
this  Warrant  Agreement.

     2.     Right  to Exercise Warrants.  Each Warrant may be exercised from the
            ---------------------------
date  of  this Agreement until 11:59 P.M. (Pacific time) on               , 2005
(the  "Expiration  Date").  The  aggregate  exercise  price  of  this  Warrant,
regardless of the number of shares into which it is exercised, shall be $1.00 in
total  (the "Exercise Price").  The number of shares into which this Warrant may
be  exercised  shall  be  defined herein as the "Exercise Shares".  The price at
which  the  Exercise  shares  is  to  be calculated shall be defined as follows:

     (a)     If  the  Exercise  Shares are traded in the over-the-counter market
and  not  on  any  national  securities exchange and not in the NASDAQ Reporting
System,  the  number  of  Exercise  Shares  shall be calculated using 70% of the
trading  price  calculated as follows:  the closing price, for the last business
day  prior  to  the  date  on  which  this  Warrant  is exercised, or, if not so
reported,  the average of the closing bid and asked prices for an Exercise Share
as  of  the  date  of  exercise.

<PAGE>

     (b)     If  the  Exercise Shares are listed on the NASDAQ Reporting System,
the  closing  price  on the principal national securities exchange on which they
are  so  listed or traded or in the NASDAQ Reporting System, as the case may be,
on the last business day prior to the date of the exercise of this Warrant.  The
closing  price  referred  to in this Clause (b) shall be the last reported sales
price  or, in case no such reported sale takes place on such day, the average of
the  reported  closing  bid  and  asked  prices,  in either case on the national
securities  exchange  on  which  the  Exercise  Shares are then listed or in the
NASDAQ  Reporting  system.

     3.     Mutilated  or  Missing  Warrant  Certificates.  In  case  any of the
            ---------------------------------------------
Warrant  Certificates shall be mutilated, lost, stolen or destroyed prior to its
expiration  date,  the  Company  shall  issue  and  deliver,  in  exchange  and
substitution  for and upon cancellation of the mutilated Warrant Certificate, or
in  lieu  of  and  in  substitution  for the Warrant Certificate lost, stolen or
destroyed,  a  new  Warrant  Certificate  of  like  tenor  and  representing  an
equivalent  right  or  interest.

     4.     Reservation  of  Shares.  The  Company will at all times reserve and
            -----------------------
keep  available,  free  from  preemptive  rights,  out  of  the aggregate of its
authorized  but  unissued Shares or its authorized and issued Shares held in its
treasury  for  the  purpose  of  enabling  it to satisfy its obligation to issue
Shares upon exercise of Warrants, the full number of Shares deliverable upon the
exercise  of  all  outstanding  Warrants.

     The  Company covenants that all Shares which may be issued upon exercise of
Warrants will be validly issued, fully paid and nonassessable outstanding Shares
of  the  Company.

     5.     Rights  of  Holder.  The  Holder  shall  not,  by virtue of anything
            ------------------
contained  in  this  Warrant  Agreement  or otherwise, prior to exercise of this
Warrant,  be  entitled  to  any  right whatsoever, either in law or equity, of a
stockholder  of  the Company, including without limitation, the right to receive
dividends  or  to  vote  or  to consent or to receive notice as a shareholder in
respect  of  the  meetings  of  shareholders or the election of directors of the
Company  of  any  other  matter.

     6.     Investment  Intent.  Holder  represents  and warrants to the Company
            ------------------
that  Holder  is  acquiring  the  Warrants  for  investment  and with no present
intention  or  reselling  any  of  the  Warrants.

     7.     Certificates  to Bear Language.  The Warrants and the certificate or
            ------------------------------
certificates therefor shall bear the following legend by which each holder shall
be  bound.

"THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK (OR
OTHER  SECURITIES) ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER
THE  SECURITIES  ACT  OF 1933.  THE SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE
ABSENCE  OF SUCH REGISTRATION OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION
OR  AN  OPINION OF COUNSEL THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS
AVAILABLE."
     The  Shares  and the certificate or certificates evidencing any such Shares
shall  bear  the  following  legend:

"THE  SHARES (OR OTHER SECURITIES) REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED  UNDER  THE  SECURITIES  ACT  OF 1933.  THE SHARES MAY NOT BE SOLD OR
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL THAT AN
EXEMPTION  FROM  REGISTRATION  UNDER  SUCH  ACT  IS  AVAILABLE."

     Certificates  for  Warrants  without  such  legend  shall be issued if such
Warrants  or  Shares  are  sold  pursuant to an effective registration statement
under  the  Securities Act of 1933 (the "Act") or if the Company has received an
opinion  from  counsel  reasonably satisfactory to counsel for the Company, that
such  legend  is  no  longer  required  under  the  Act.

     8.     Piggyback  Registration Rights.  If the Company at any time proposes
            ------------------------------
to  register  any  of  its  securities  under  the  Act, including under an SB-2
Registration Statement or otherwise, the Company will cause all of the shares of
common  stock underlying the Warrants owned by Holder to be registered under the
Act (with the securities which the Company at the time propose to register), all
to  the  extent requisite to permit the sale or other disposition by the Holder.

     9.     Indemnification.
            ---------------

     (a)     In the event of any registration of any of its securities under the
Act  pursuant to this Section, the Company hereby indemnifies and holds harmless
the  Holder  (which  phrase  shall include any underwriters of such securities),
their respective directors and officers, and each other person who participates,
in  the  offering of such securities and each other person, if any, who controls
the  Holder or such participating persons within the meaning of the Act, against
any  losses,  claims,  damages  or  liabilities, joint or several, to which each
Holder  or  any  such director or officer or participating person or controlling
person  may  become  subject under the Act or otherwise, insofar as such losses,
claims,  damages  or liabilities (or actions in respect thereof) arise out of or
are  based upon any untrue statement or alleged untrue statement of any material
fact  contained,  on  the  effective date thereof, in any registration statement
under  which  such  securities  were  registered  under the Act, any preliminary
Private  Placement  Memorandum prospectus or final prospectus contained therein,
or  any  amendment  or supplement thereto, or arise out of or are based upon any
omission  or  alleged  omission  to state therein a material fact required to be
stated  therein  or necessary to make the statements therein not misleading; and
will  reimburse  each  Holder  and  each  director,  officer or participating or
controlling  person  for  any legal or any other expenses reasonably incurred by
the  Holder  or such director, officer or participating or controlling person in
connection  with  investigating  or  defending  any  such  loss,  claim, damage,
liability  or action; provided, however, that the Company shall not be liable in
any  such  case  to  the  extent  that any such loss, claim, damage or liability
arises  out  of is based upon an untrue statement or alleged untrue statement or
omission  or  alleged  omission made in such registration statement, preliminary
prospectus  or  prospectus  or  amendment  or supplement in reliance upon and in
conformity  with  written  information  furnished  to  the  Company  through  an
instrument  duly  executed by the Holder specifically stating that it is for use
therein.  Such indemnity shall remain in full force and effect regardless of any
investigation  made  by or on behalf of the Holder or such directors, officer or
participating  or  controlling  person,  and  shall survive the transfer of such
securities  by  the  Holder.

<PAGE>

     (b)     Rule  144.  If  the  Company  shall  be  subject  to  the reporting
requirements  of  the  Securities  Exchange  Act  of 1934, as amended (the "1934
Act"), the Company will use its best efforts timely to file all reports required
to  be  filed  from  time to time with the SEC (including but not limited to the
reports  under  Section 13 and 15(d) of the 1934 Act referred to in subparagraph
(c)(1)  of  Rule  144  adopted  by the SEC under the Act).  If there is a public
market  for  any  securities  of the Company at any time that the Company is not
subject  to  the  reporting  of  either of said Section 13 or 15(d), the Company
will,  upon  the  request  of  Holder,  use  its  best  efforts to make publicly
available  the  information  concerning  the Company referred to in subparagraph
(c)(2)  of  said  Rule  144.  The  Company will furnish to Holder, promptly upon
request,  (i)  a  written  statement  of  the  Company's  compliance  with  the
requirements of subparagraphs (c)(1) or (c)(2), as the case may be, of said Rule
144,  and  (ii)  written information concerning the Company sufficient to enable
Holder  to  complete  any Form 144 required to be filed with the SEC pursuant to
said  Rule  144.

     10.     Consolidation,  Merger or Sale of the Company.  If the Company is a
             ---------------------------------------------
party  to  a  consolidation,  merger or transfer of assets which reclassifies or
changes  its outstanding Common Stock, the successor corporation (or corporation
controlling  the successor corporation or the Company, as the case may be) shall
by  operation  of  law  assume  the  Company's  obligations  under  this Warrant
Agreement.

     11.     Successors.  All  the covenants and provisions of this Agreement by
             ----------
or  for the benefit of the Company or Holder shall bind and inure to the benefit
of  their  respective  successor  and  assigns  hereunder.

     12.     Counterparts.  This  Agreement  may  be  executed  in any number of
             ------------
counterparts  and  each of such counterparts shall for all proposes be deemed to
be  an  original, and such counterparts shall together constitute by one and the
same  instrument.

     13.     Notices.  Any  notice,  request,  instruction,  or  other  document
             -------
required  by the terms of this Agreement, or deemed by any of the parties hereto
to  be  desirable, to be given to any other party hereto shall be in writing and
shall be given by facsimile, personal delivery, overnight delivery, or mailed by
registered or certified mail, postage prepaid, with return receipt requested, to
the  principal  business  address  of  each  of  the  parties  hereto.

     The  persons and addresses set forth above may be changed from time to time
by  a  notice  sent  as  aforesaid.  If  notice  is given by facsimile, personal
delivery,  or  overnight  delivery  in  accordance  with  the provisions of this
Section,  said  notice  shall  be  conclusively deemed given at the time of such
delivery.  If  notice is given by mail in accordance with the provisions of this
Section, such notice shall be conclusively deemed given seven days after deposit
thereof  in  the United States mail.  Any change affecting Holder must be signed
by  Both  General  Partners  of  Laguna  Pacific  Partners,  LP.

<PAGE>

     14.     Supplements  and  Amendments.  The  Company  may  from time to time
             ----------------------------
supplement  or  amend this Warrant Agreement without the approval of any Holders
of  Warrants  in  order  to  cure  any ambiguity or to correct or supplement any
provision contained herein which may be defective or inconsistent with any other
provision,  or  to  make  any other provisions in regard to matters or questions
herein  arising  hereunder which the Company may deem necessary or desirable and
which  shall  not  materially  or  adversely  affect the interest of the Holder.

     15.     Severability.  If  for  any reason any provision, paragraph or term
             ------------
of  this  Warrant  Agreement  is  held to be invalid or unenforceable, all other
valid  provisions  herein  shall  remain in full force and effect and all terms,
provisions  and  paragraphs  of  this  Warrant  shall be deemed to be severable.

     16.     Governing  Law  and  Venue.  This  Warrant shall be governed by the
             --------------------------
laws  of  the  state  of  Delaware,  as  Laguna  Pacific  Partners  is a limited
partnership  formed  under  the  laws of Delaware.  Any proceeding arising under
this  Warrant  Agreement shall be instituted in the Orange, State of California.

     17.     Headings.  Paragraphs  and  subparagraph  headings, used herein are
             --------
included  herein  for  convenience  of  reference  only and shall not affect the
construction  of  this  Warrant  Agreement nor constitute a part of this Warrant
Agreement  for  any  other  purpose.

     18.     Independent  Counsel.  It is acknowledged that the Company has been
             --------------------
advised  to  seek  independent counsel in connection with this agreement and the
associated  documentation.  Neither  Lawrence  W.  Horwitz,  nor  Senn  Palumbo
Meulemans,  LLP are providing any legal advice to the Company in connection with
this  transaction,  their  sole representation is legal representation of Laguna
Pacific  Partners,  LP.

                          [SIGNATURES FOLLOW NEXT PAGE]


<PAGE>

IN  WITNESS  WHEREOF,  the  parties hereto have caused this Agreement to be duly
executed,  as  of  the  date  and  year  first  above  written.

"COMPANY"

E  NET  FINANCIAL.COM,  INC.



By:

Its:

"HOLDER"

LAGUNA  PACIFIC  PARTNERS,  LP



By:  ____________________________________
     Lawrence  W.  Horwitz
Its: President  of  General  Partner,
     Strawberry  Canyon  Capital,  Inc.



By:  ____________________________________
     Thomas  H.  Ehrlich
Its: President  of  General  Partner,
     Manhattan  Network,  Inc.



<PAGE>


                                  APPENDIX "A"
                                  ------------

                                     FORM OF

                               NOTICE OF EXERCISE




<PAGE>





                                  Appendix "A"
                                  ------------
                               NOTICE OF EXERCISE

THE  SECURITIES  REPRESENTED  BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE  SECURITIES  ACT  OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF
CERTAIN STATES, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED
OR  OTHERWISE  DISPOSED  OF  EXCEPT  PURSUANT  TO  (i) AN EFFECTIVE REGISTRATION
STATEMENT  UNDER  THE  ACT  AND  ANY  APPLICABLE  STATE LAWS, (ii) TO THE EXTENT
APPLICABLE,  RULE  144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT RELATING
TO  THE  DISPOSITION  OF  SECURITIES),  OR  (iii) AN OPINION OF COUNSEL, IF SUCH
OPINION  SHALL  BE  REASONABLY  SATISFACTORY  TO  COUNSEL TO THE ISSUER, THAT AN
EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE LAW IS AVAILABLE.

                              ELECTION TO PURCHASE

The  undersigned hereby elects irrevocably to exercise the within Warrant and to
purchase  _______________________ shares of Common Stock of E-Net Financial.com,
Inc. and hereby makes payment of $1.00 in payment of the Exercise Price pursuant
hereto.  Please  issue  the  shares  as  to  which  this Warrant is exercised in
accordance  with  the  instructions  given  below.

The  undersigned represents and warrants that the exercise of the within Warrant
was  solicited  by  the  member  firm  of the National Association of Securities
Dealers, Inc. ("NASD") listed below.  If not solicited by an NASD member, please
write  "unsolicited"  in  the  space  below.




_____________________________________________
(Insert  Name  of  NASD  Member  or  "Unsolicited")


Dated:  ________________________     Signature: ________________________________


INSTRUCTIONS  FOR  REGISTRATION  OF  SHARES

Name  (print) __________________________________________________________________

Address  (print) _______________________________________________________________

<PAGE>
                                   ASSIGNMENT

FOR  VALUE RECEIVED, _______________________________________________ does hereby
sell,  assign and transfer unto _______________________________________________,
the  right  to  purchase  ________________shares  of  Common  Stock  of  E-Net
Financial.com,  Inc.,  evidenced  by  the  within  Warrant,  and  does  hereby
irrevocably  constitute  and  appoint __________________________________________
attorney  to transfer such right on the books of E-Net Financial.com, Inc., with
full  power  of  substitution  on  the  premises.

Dated:  ________________,  ________

Signature:  _________________________________

Notice: The signature of Election to Purchase or Assignment must correspond with
the  name  as  written  upon  the face of the within Warrant in every particular
without  alteration  or  enlargement or any change whatsoever.  The signature(s)
must  by  guaranteed  by an eligible guarantor institution (Banks, Stockbrokers,
Savings  and  Loan Associations and Credit Unions with membership in an approved
signature  guarantee  Medallion  Program),  pursuant  to  S.E.C.  Rule  17Ad-15.

_____________________________________________
Signature  Guarantee


<PAGE>