REGISTRATION RIGHTS AGREEMENT

     This REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of June __,
2001,  is  entered  into  by and among e-Net Financial.com Corporation, a Nevada
corporation  (the  "COMPANY"),  and Williams de Broe, an investment banking firm
domiciled  in  England,  United  Kingdom  ("WDB").

     WHEREAS:

     A.     In  connection  with  the  Settlement  Agreement  by  and  among the
Company,  WdB and certain other parties entered into contemporaneously with this
Agreement  (the  "SETTLEMENT AGREEMENT"), the Company has agreed, upon the terms
and  subject  to  the  conditions  of  the Settlement Agreement, to issue to WdB
3,000,000  shares  of the Company's common stock, $.001 par value per share (the
"COMMON  STOCK");  and

     B.     To  induce  WdB to execute and deliver the Settlement Agreement, the
Company  has  agreed to provide certain registration rights under the Securities
Act  of  1933,  as  amended,  and  the  rules and regulations thereunder, or any
similar  successor  statute (collectively, the "1933 ACT"), and applicable state
securities  laws.

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
contained  herein  and  other  good  and valuable consideration, the receipt and
sufficiency  of  which are hereby acknowledged, the Company and WdB hereby agree
as  follows:


     1.     DEFINITIONS.
            -----------

     As  used  in  this  Agreement, the following terms shall have the following
meanings:

     a.     "INVESTOR"  means  WdB,  any  transferee or assignee thereof to whom
WdB  assigns  its  rights under this Agreement and who agrees to become bound by
the provisions of this Agreement in accordance with Section 9 and any transferee
or  assignee  thereof  to whom a transferee or assignee assigns its rights under
this  Agreement  and  who  agrees  to  become  bound  by  the provisions of this
Agreement  in  accordance  with  Section  9.

     b.     "PERSON"  means  a  corporation,  a  limited  liability  company, an
association,  a  partnership,  an  organization,  a  business,  an individual, a
governmental  or  political  subdivision  thereof  or  a  governmental  agency.

<PAGE>

     c.     "REGISTER," "REGISTERED," and "REGISTRATION" refer to a registration
effected by preparing and filing one or more Registration Statements (as defined
below)  in  compliance with the 1933 Act and pursuant to Rule 415 under the 1933
Act  or  any  successor  rule  providing for offering securities on a continuous
basis  ("RULE  415"),  and  the declaration or ordering of effectiveness of such
Registration  Statement(s)  by  the  United  States  Securities  and  Exchange
Commission  (the  "SEC").

     d.     "REGISTRABLE  SECURITIES"  means  the Common Stock and any shares of
capital stock issued or issuable with respect to the Common Stock as a result of
any  stock  split,  stock  dividend,  recapitalization,  exchange, anti-dilution
rights,  liquidated  damages  payment  or  similar  event  or  otherwise.

     e.     "REGISTRATION  STATEMENT"  means  a  registration  statement  of the
Company  filed  under  the  1933  Act  and  pursuant  to  Rule  415.

Capitalized  terms  used  herein and not otherwise defined herein shall have the
respective  meanings  set  forth  in  the  Settlement  Agreement.


     2.     REGISTRATION.
            ------------

     a.     Piggy-Back Registrations.  If at any time prior to the expiration of
            ------------------------
the  Registration  Period  (as  defined in Section 3(a)) the Company proposes to
file  with  the SEC a Registration Statement relating to an offering for its own
account  or  the  account  of others under the 1933 Act of any of its securities
(other  than  on  Form  S-8  (or its equivalent at such time) relating to equity
securities  issuable  in  connection with stock option or other employee benefit
plans  or  on  Form  S-4  (or  its  equivalent  at such time) relating to equity
securities  issuable in connection with a business combination) the Company, if,
                                                                             ---
and only if, (i) the Company, in its sole discretion, deems that it would not be
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contrary  to the best interests of the Company and its stockholders and (ii) the
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managing  underwriter(s),  if  any,  involved  in  an  offering of the Company's
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securities  which are the subject of the Registration Statement shall approve in
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the  manner  set forth hereinbelow, shall promptly send to each Investor written
-----------------------------------
notice  of  the Company's intention to file a Registration Statement and of such
Investor's  rights under this Section 2(a) and, if within twenty (20) days after
receipt  of  such notice, such Investor shall so request in writing, the Company
shall  include in such Registration Statement all or any part of the Registrable
Securities  such  Investor  requests to be registered, subject to the priorities
set  forth  in  Section  2(b)  below.  The obligations of the Company under this
Section  2(a)  may  be  waived by WdB or an Investor, as the case may be.  If an
offering  in connection with which an Investor is entitled to registration under
this  Section  2(b)  is  an  underwritten  offering,  then  each  Investor whose
Registrable Securities are included in such Registration Statement shall, unless
otherwise  agreed  by the Company, offer and sell such Registrable Securities in
an underwritten offering using the same underwriter or underwriters and, subject
to  the  provisions of this Agreement, on the same terms and conditions as other
shares  of  Company  common  stock included in such underwritten offering.  If a
registration  pursuant  to  this  Section  2(a)  is to be an underwritten public
offering  and the managing underwriter(s) advise the Company in writing, that in
their  reasonable  good faith opinion, marketing or other factors dictate that a
limitation on the number of shares of Company common stock which may be included
in  the  Registration  Statement  is  necessary  to facilitate and not adversely
affect  the  proposed  offering,  then  the  Company  shall  include  in  such
registration: (1) first, all securities the Company proposes to sell for its own
account,  (2)  second,  up  to  the  full  number  of  securities proposed to be
registered for the account of the holders of securities entitled to inclusion of
their  securities in the Registration Statement by reason of demand registration
rights, and (3) third, the securities requested to be registered by the Investor
and  other holders of securities entitled to participate in the registration, as
of  the  date  hereof,  drawn  from  them  pro rata based on the number each has
requested  to  be  included  in  such  registration.

<PAGE>

     b.     Allocation  of  Registrable  Securities.  If  there be more than one
            ---------------------------------------
Investor  at the time of a Section 2(a) event, the initial number of Registrable
Securities  included  in  any  Registration  Statement  and each increase in the
number  of  Registrable  Securities included therein shall be allocated pro rata
among the Investors based on the number of Registrable Securities held, or which
could  be held, by each Investor at the time the Registration Statement covering
such  initial  number  of Registrable Securities or increase thereof is declared
effective  by  the  SEC.  In  the  event  that  an  Investor  sells or otherwise
transfers  any of such Person's Registrable Securities, each transferee shall be
allocated  a  pro  rata  portion  of  the  then  remaining number of Registrable
Securities  included  in  such  Registration Statement for such transferor.  Any
shares  of  Common  Stock  included in a Registration Statement and which remain
allocated to any Person which ceases to hold any Registrable Securities shall be
allocated  to  the  remaining  Investors,  pro  rata  based  on  the  number  of
Registrable  Securities  then  held  by  such  Investors.

     c.     Legal Counsel.  In the event that shares of Common Stock held by the
            -------------
Investors  are  included  in a Registration Statement as provided for in Section
2(a)  hereof  and  subject  to  Section  5  hereof,  the  Investor  holding  a
majority-in-interest  of  Registrable  Securities  that  are  the subject of the
relevant Registration Statement shall have the right to select one legal counsel
to  review  and oversee any offering pursuant to Section 2(a) ("LEGAL COUNSEL").
The  Company  shall  reasonably  cooperate  with Legal Counsel in performing the
Company's  obligations  under  this  Agreement.


     3.     RELATED  OBLIGATIONS.
            --------------------

     Whenever  an  Investor  has  requested  that  any Registrable Securities be
registered  pursuant  to  Section  2(a),  the  Company  will  use  commercially
reasonable  efforts  to effect the registration of the Registrable Securities in
accordance  with  the  intended  method  of  disposition  thereof  and, pursuant
thereto,  the  Company  shall  have  the  following  obligations:

<PAGE>

     a.     The  Company  use  commercially  reasonable  efforts  to  cause such
Registration  Statement  (which  shall  not  contain  any  untur  statement of a
material  fact  or omit to state a material facat required to be stated therein,
or  necessary  to  make the statements therein, in light of the circumstances in
which  they  were  made,  not  misleading),  that  relates  to  the  Registrable
Securities  to  become  effective as soon as possible after such filing and keep
such  Registration  Statement  effective pursuant to Rule 415 at all times until
the  date  as  of  which  the  Investors  shall have sold all of the Registrable
Securities  included  in the Registration Statement, unless the same may be sold
without  restriction  pursuant to Rule 144(k) promulgated under the 1933 Act (or
successor thereto), in which event the Company may terminate the effetiveness of
such Registration Statement (including any amendments or supplements thereto and
prospectuses  contained  therein)  (the  "REGISTRATION  PERIOD").

     b.     The  Company  shall  prepare  and  file with the SEC such amendments
(including  post-effective  amendments)  and  supplements  to  a  Registration
Statement  and  the  prospectus  used  in  connection  with  such  Registration
Statement,  which  prospectus  is  to  be filed pursuant to Rule 424 promulgated
under  the  1933  Act,  as  may be necessary to keep such Registration Statement
effective  at all times during the Registration Period, and, during such period,
comply  with  the  provisions of the 1933 Act with respect to the disposition of
all Registrable Securities of the Company covered by such Registration Statement
until  such  time as all of such Registrable Securities shall have been disposed
of  in  accordance  with  the  intended  methods of disposition by the seller or
sellers  thereof  as  set  forth  in  such  Registration  Statement.

c.     The  Company  shall  permit  Legal  Counsel  to review and comment upon a
Registration Statement and all amendments and supplements thereto at least seven
(7) days prior to their filing with the SEC, and not file any document in a form
to  which  Legal  Counsel  reasonably  objects.  The  Company shall not submit a
request for acceleration of the effectiveness of a Registration Statement or any
amendment  or  supplement  thereto  without the prior approval of Legal Counsel,
which  consent shall not be unreasonably withheld.  The Company shall furnish to
Legal  Counsel, without charge, (i) any correspondence from the SEC or the staff
of  the  SEC  to the Company or its representatives relating to any Registration
Statement,  (ii) promptly after the same is prepared and filed with the SEC, one
copy  of  any  Registration  Statement  and  any amendment(s) thereto, including
financial  statements  and  schedules,  all  documents  incorporated  therein by
reference  and all exhibits and (iii) upon the effectiveness of any Registration
Statement,  one  copy  of the prospectus included in such Registration Statement
and  all  amendments  and  supplements  thereto.

     d.     The  Company  shall  furnish  to  each  Investor  whose  Registrable
Securities  are  included  in  any  Registration  Statement, without charge, (i)
promptly after the same is prepared and filed with the SEC, at least one copy of
such  Registration  Statement  and any amendment(s) thereto, including financial
statements  and  schedules,  all documents incorporated therein by reference and
all  exhibits,  (ii)  upon  the effectiveness of any Registration Statement, ten
(10)  copies  of  the prospectus included in such Registration Statement and all
amendments  and  supplements  thereto  (or  such  other number of copies as such
Investor  may  reasonably  request)  and  (iii)  such other documents, including
copies  of  any preliminary or final prospectus, as such Investor may reasonably
request  from  time  to  time  in  order  to  facilitate  the disposition of the
Registrable  Securities  owned  by  such  Investor.

<PAGE>

     e.     The Company shall use reasonable efforts to (i) register and qualify
the  Registrable Securities covered by a Registration Statement under such other
securities  or  "blue  sky"  laws  of such jurisdictions in the United States as
Legal  Counsel  or  any  Investor  reasonably requests, (ii) prepare and file in
those  jurisdictions,  such amendments (including post-effective amendments) and
supplements  to  such  registrations  and  qualifications as may be necessary to
maintain  the  effectiveness  thereof during the Registration Period, (iii) take
such  other  actions  as  may  be  necessary  to maintain such registrations and
qualifications  in  effect at all times during the Registration Period, and (iv)
take  all  other  actions  reasonably  necessary  or  advisable  to  qualify the
Registrable  Securities  for sale in such jurisdictions; provided, however, that
the  Company  shall  not  be  required in connection therewith or as a condition
thereto  to  (x)  qualify  to do business in any jurisdiction where it would not
otherwise  be  required to qualify but for this Section 3(e), (y) subject itself
to  general  taxation in any such jurisdiction, or (z) file a general consent to
service  of process in any such jurisdiction.  The Company shall promptly notify
Legal  Counsel and each Investor who holds Registrable Securities of the receipt
by  the  Company  of  any  notification  with  respect  to the suspension of the
registration  or  qualification  of  any  of the Registrable Securities for sale
under the securities or "blue sky" laws of any jurisdiction in the United States
or  its  receipt  of  actual  notice  of  the  initiation  or threatening of any
proceeding  for  such  purpose.

     f.     In  the  event  Investors  who  hold  a  majority-in-interest of the
Registrable Securities being offered in the offering select underwriters for the
offering,  the  Company  shall  enter  into and perform its obligations under an
underwriting  agreement,  in  usual  and  customary  form,  including,  without
limitation,  customary  indemnification  and  contribution obligations, with the
underwriters  of  such  offering.

     g.     As  promptly  as practicable after becoming aware of such event, the
Company shall notify Legal Counsel and each Investor in writing of the happening
of  any  event  as  a  result of which the prospectus included in a Registration
Statement, as then in effect, includes an untrue statement of a material fact or
omission  to state a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were
made,  not  misleading,  and  promptly prepare a supplement or amendment to such
Registration Statement to correct such untrue statement or omission, and deliver
ten  (10)  copies  of  such  supplement  or  amendment to Legal Counsel and each
Investor  (or  such other number of copies as Legal Counsel or such Investor may
reasonably  request).  The  Company shall also promptly notify Legal Counsel and
each  Investor  in writing (i) when a prospectus or any prospectus supplement or
post-effective  amendment  has  been filed, and when a Registration Statement or
any  post-effective  amendment  has  become  effective  (notification  of  such
effectiveness shall be delivered to Legal Counsel and each Investor by facsimile
on  the  same  day  of  such  effectiveness  and by overnight mail), (ii) of any
request  by the SEC for amendments or supplements to a Registration Statement or
related prospectus or related information, and (iii) of the Company's reasonable
determination  that a post-effective amendment to a Registration Statement would
be  appropriate.

     h.     The Company shall use commercially reasonable efforts to prevent the
issuance  of  any  stop  order  or  other  suspension  of  effectiveness  of  a
Registration  Statement,  or  the  suspension of the qualification of any of the
Registrable  Securities  for  sale  in any jurisdiction and, if such an order or
suspension  is  issued,  to obtain the withdrawal of such order or suspension at
the  earliest  possible moment and to notify Legal Counsel and each Investor who
holds  Registrable  Securities  being sold (and, in the event of an underwritten
offering,  the  managing  underwriters)  of  the  issuance of such order and the
resolution  thereof  or its receipt of actual notice of the initiation or threat
of  any  proceeding  for  such  purpose.

<PAGE>

     i.     At  the  request  of any Investor, the Company shall furnish to such
Investor,  on  the  date  of the effectiveness of the Registration Statement and
thereafter from time to time on such dates as an Investor may reasonably request
(i) if required by an underwriter, a letter, dated such date, from the Company's
independent certified public accountants in form and substance as is customarily
given  by  independent  certified  public  accountants  to  underwriters  in  an
underwritten  public  offering,  addressed  to  the  underwriters,  and (iii) an
opinion, dated as of such date, of counsel representing the Company for purposes
of  such  Registration Statement, in form, scope and substance as is customarily
given  in an underwritten public offering, addressed to the underwriters and the
Investors.

     j.     The Company shall make available for inspection by (i) any Investor,
(ii)  Legal  Counsel,  (iii)  any  underwriter  participating in any disposition
pursuant  to  a  Registration  Statement,  (iv) one firm of accountants or other
agents retained by the Investors, and (v) one firm of attorneys retained by such
underwriters  (collectively, the "INSPECTORS") all pertinent financial and other
records,  and  pertinent  corporate  documents  and  properties  of  the Company
(collectively,  the  "RECORDS"), as shall be reasonably deemed necessary by each
Inspector,  and  cause the Company's officers, directors and employees to supply
all  information  which any Inspector may reasonably request; provided, however,
that  each  Inspector  shall  hold  in  strict confidence and shall not make any
disclosure  (except  to  an  Investor) or use of any Record or other information
which  the  Company  determines  in  good faith to be confidential, and of which
determination  the Inspectors are so notified, unless (x) the disclosure of such
Records  is  necessary  to  avoid  or  correct a misstatement or omission in any
Registration  Statement  or  is  otherwise  required under the 1933 Act, (y) the
release  of such Records is ordered pursuant to a final, non-appealable subpoena
or  order  from a court or government body of competent jurisdiction, or (z) the
information  in  such  Records  has  been made generally available to the public
other  than  by  disclosure in violation of this or any other agreement of which
the  Inspector has knowledge.  Each Investor agrees that it shall, upon learning
that  disclosure of such Records is sought in or by a court or governmental body
of  competent  jurisdiction  or  through  other means, give prompt notice to the
Company  and  allow the Company, at its expense, to undertake appropriate action
to  prevent  disclosure  of,  or  to  obtain a protective order for, the Records
deemed  confidential.

     k.     The  Company shall hold in confidence and not make any disclosure of
information concerning an Investor provided to the Company unless (i) disclosure
of  such  information  is  necessary  to comply with federal or state securities
laws, (ii) the disclosure of such information is necessary to avoid or correct a
misstatement  or  omission  in  any Registration Statement, (iii) the release of
such  information  is  ordered  pursuant  to  a  subpoena  or  other  final,
non-appealable  order  from  a  court  or  governmental  body  of  competent
jurisdiction,  or (iv) such information has been made generally available to the
public  other  than  by  disclosure  in violation of this Agreement or any other
agreement.  The  Company  agrees that it shall, upon learning that disclosure of
such  information  concerning  an  Investor  is  sought  in  or  by  a  court or
governmental  body of competent jurisdiction or through other means, give prompt
written  notice  to  such  Investor  and  allow such Investor, at the Investor's
expense,  to undertake appropriate action to prevent disclosure of, or to obtain
a  protective  order  for,  such  information.

<PAGE>

     l.     If  requested  by  the  managing  underwriters  or  an Investor, the
Company  shall  (i)  immediately  incorporate  in  a  prospectus  supplement  or
post-effective  amendment  such information as the managing underwriters and the
Investors agree should be included therein relating to the sale and distribution
of  Registrable  Securities,  including,  without  limitation,  information with
respect to the number of Registrable Securities being sold to such underwriters,
the  purchase price being paid therefor by such underwriters and any other terms
of  the  underwritten (or best efforts underwritten) offering of the Registrable
Securities  to be sold in such offering; (iii) make all required filings of such
prospectus  supplement  or  post-effective  amendment as soon as notified of the
matters  to  be  incorporated  in  such  prospectus supplement or post-effective
amendment; and (iii) supplement or make amendments to any Registration Statement
if requested by a shareholder or any underwriter of such Registrable Securities.

     m.     The  Company  shall use commercially reasonable efforts to cause the
Registrable  Securities  covered  by the applicable Registration Statement to be
registered  with  or approved by such other governmental agencies or authorities
as  may  be  necessary  to  consummate  the  disposition  of  such  Registrable
Securities.

     n.     The  Company  shall otherwise use commercially reasonable efforts to
comply  with  all applicable rules and regulations of the SEC in connection with
any  registration  hereunder  and  the Company shall use commercially reasonable
efforts  to  file  with  the  SEC  in  a timely manner all reports and documents
required  of  the  Company  under  the  1933 Act and the 1934 Act (as defined in
Section  6(a)).

     o.     Within  two (2) business days after the Registration Statement which
includes the Registrable Securities is ordered effective by the SEC, the Company
shall  deliver, and shall cause legal counsel for the Company to deliver, to the
transfer  agent  for  such  Registrable Securities (with copies to the Investors
whose  Registrable  Securities  are  included  in  such  Registration Statement)
confirmation  that the Registration Statement has been declared effective by the
SEC  in  the  form  attached  hereto  as  Exhibit  A.
                                          ----------

     p.     The  Company  shall  take  all other reasonable actions necessary to
expedite  and  facilitate disposition by the Investors of Registrable Securities
pursuant  to  a  Registration  Statement.

<PAGE>

     4.     OBLIGATIONS  OF  THE  INVESTORS.
            -------------------------------

     a.     At  least  seven (7) days prior to the first anticipated filing date
of  the Registration Statement which shall include share of Common Stock held by
the  Investors,  the  Company  shall  notify  each  Investor  in  writing of the
information the Company requires from each such Investor if such Investor elects
to  have  any  of  such  Investor's  Registrable  Securities  included  in  such
Registration Statement.  It shall be a condition precedent to the obligations of
the Company to complete the registration pursuant to this Agreement with respect
to  the Registrable Securities of a particular Investor that such Investor shall
furnish  to  the  Company  such information regarding itself and the Registrable
Securities held by it as shall be reasonably required to effect the registration
of  such  Registrable  Securities and shall execute such documents in connection
with  such  registration  as  the  Company  may  reasonably  request.

     b.     Each  Investor  by  such  Investor's  acceptance  of the Registrable
Securities  agrees  to cooperate with the Company as reasonably requested by the
Company  in  connection  with  the  preparation  and  filing of any Registration
Statement hereunder, unless such Investor has notified the Company in writing of
such  Investor's  election  to  exclude  all  of  such  Investor's  Registrable
Securities  from  such  Registration  Statement.

     c.     In  the  event any Investor elects to participate in an underwritten
public  offering  pursuant to Section 2, each such Investor agrees to enter into
and  perform  such  Investor's  obligations  under an underwriting agreement, in
usual  and  customary  form,  including,  without  limitation,  customary
indemnification  and  contribution obligations, with the managing underwriter of
such offering and take such other actions as are reasonably required in order to
expedite  or  facilitate  the  disposition  of  the  Registrable  Securities.


     5.     EXPENSES  OF  REGISTRATION.
            --------------------------

     All reasonable expenses, other than underwriting discounts and commissions,
incurred in connection with registrations, filings or qualifications pursuant to
Sections  2  and 3, including, without limitation, all registration, listing and
qualifications fees, printers and accounting fees, and fees and disbursements of
counsel  for  the  Company  shall  be  paid  by  the  Company.


     6.     INDEMNIFICATION.
            ---------------

     In  the  event  any  Registrable  Securities are included in a Registration
Statement  under  this  Agreement:

<PAGE>

     a.     To the fullest extent permitted by law, the Company will, and hereby
does,  indemnify,  hold  harmless  and  defend  each  Investor  who  holds  such
Registrable  Securities,  the  directors, officers, partners, employees, agents,
representatives  of,  and  each Person, if any, who controls any Investor within
the  meaning  of the 1933 Act or the Securities Exchange Act of 1934, as amended
(the  "1934  ACT"),  and  any  underwriter  (as defined in the 1933 Act) for the
Investors,  and  the  directors  and  officers  of, and each Person, if any, who
controls,  any  such  underwriter within the meaning of the 1933 Act or the 1934
Act  (each,  an  "INDEMNIFIED  PERSON"),  against  any  losses, claims, damages,
liabilities,  judgments,  fines,  penalties,  charges,  costs,  attorneys' fees,
amounts  paid  in  settlement  or  expenses,  joint  or  several, (collectively,
"INDEMNIFIED  DAMAGES")  incurred  in  investigating, preparing or defending any
action, claim, suit, inquiry, proceeding, investigation or appeal taken from the
foregoing  by  or  before  any  court  or  governmental, administrative or other
regulatory  agency,  body  or the SEC, whether pending or threatened, whether or
not  an  indemnified party is or may be a party thereto ("CLAIMS"), to which any
of  them  may  become subject insofar as such Claims (or actions or proceedings,
whether  commenced  or threatened, in respect thereof) arise out of or are based
upon: (i) any untrue statement or alleged untrue statement of a material fact in
a  Registration  Statement  or  any  post-effective  amendment thereto or in any
filing  made  in  connection  with  the  qualification of the offering under the
securities  or  other  "blue  sky" laws of any jurisdiction in which Registrable
Securities  are offered ("BLUE SKY FILING"), or the omission or alleged omission
to  state a material fact required to be stated therein or necessary to make the
statements  therein  not misleading, (ii) any untrue statement or alleged untrue
statement  of  a  material  fact contained in any preliminary prospectus if used
prior  to the effective date of such Registration Statement, or contained in the
final prospectus (as amended or supplemented, if the Company files any amendment
thereof  or supplement thereto with the SEC) or the omission or alleged omission
to  state  therein  any  material  fact  necessary  to  make the statements made
therein,  in  light of the circumstances under which the statements therein were
made, not misleading, (iii) any violation or alleged violation by the Company of
the  1933  Act,  the 1934 Act, any other law, including, without limitation, any
state securities law, or any rule or regulation thereunder relating to the offer
or  sale  of  the Registrable Securities pursuant to a Registration Statement or
(iv)  any  material  violation  of  this Agreement (the matters in the foregoing
clauses  (i) through (iv) being, collectively, "VIOLATIONS").  The Company shall
reimburse  the  Investors  and  each  such  underwriter  or  controlling person,
promptly  as  such  expenses are incurred and are due and payable, for any legal
fees  or  other  reasonable  expenses  incurred  by  them  in  connection  with
investigating  or  defending  any  such  Claim.  Notwithstanding anything to the
contrary  contained  herein,  the  indemnification  agreement  contained in this
Section  6(a):  (i)  shall not apply to a Claim by an Indemnified Person arising
out of or based upon a Violation which occurs in reliance upon and in conformity
with  information furnished in writing to the Company by such Indemnified Person
or  underwriter for such Indemnified Person expressly for use in connection with
the  preparation  of the Registration Statement or any such amendment thereof or
supplement  thereto, if such prospectus was timely made available by the Company
pursuant to Section 3(d); (ii) with respect to any preliminary prospectus, shall
not  inure  to the benefit of any such person from whom the person asserting any
such Claim purchased the Registrable Securities that are the subject thereof (or
to the benefit of any person controlling such person) if the untrue statement or
omission  of material fact contained in the preliminary prospectus was corrected
in  the  prospectus,  as  then  amended  or supplemented, if such prospectus was
timely  made  available  by  the  Company  pursuant  to  Section  3(d),  and the
Indemnified  Person  was  promptly  advised  in writing not to use the incorrect
prospectus  prior  to  the  use  giving rise to a violation and such Indemnified
Person,  notwithstanding  such  advice, used it; (iii) shall not be available to
the  extent  such  Claim  is based on a failure of the Investor to deliver or to
cause  to  be  delivered  the  prospectus made available by the Company, if such
prospectus  was  timely  made available by the Company pursuant to Section 3(d);
and  (iv)  shall  not  apply  to amounts paid in settlement of any Claim if such
settlement  is  effected without the prior written consent of the Company, which
consent shall not be unreasonably withheld.  Such indemnity shall remain in full
force  and  effect  regardless  of any investigation made by or on behalf of the
Indemnified  Person and shall survive the transfer of the Registrable Securities
by  the  Investors  pursuant  to  Section  10.

<PAGE>

     b.     In  connection  with any Registration Statement in which an Investor
is  participating,  each  such  Investor  agrees  to  severally  and not jointly
indemnify,  hold  harmless and defend, to the same extent and in the same manner
as is set forth in Section 6(a), the Company, each of its directors, each of its
officers who signs the Registration Statement, each Person, if any, who controls
the Company within the meaning of the 1933 Act or the 1934 Act (collectively and
together  with an Indemnified Person, an "INDEMNIFIED PARTY"), against any Claim
or  Indemnified Damages to which any Indemnified Party may become subject, under
the  1933  Act,  the 1934 Act or otherwise, insofar as such Claim or Indemnified
Damages  arise  out  of  or  are  based  upon any Violation, in each case to the
extent,  and only to the extent, that such Violation occurs in reliance upon and
in conformity with written information furnished to the Company by such Investor
expressly  for  use in connection with such Registration Statement; and, subject
to  Section  6(d),  such  Investor  will  reimburse  any legal or other expenses
reasonably  incurred  by  them in connection with investigating or defending any
such  Claim;  provided,  however, that the indemnity agreement contained in this
Section 6(b) and the agreement with respect to contribution contained in Section
7  shall not apply to amounts paid in settlement of any Claim if such settlement
is  effected  without  the prior written consent of such Investor, which consent
shall  not  be  unreasonably  withheld;  provided,  further,  however,  that the
Investor shall be liable under this Section 6(b) for only that amount of a Claim
or Indemnified Damages as does not exceed the net proceeds to such Investor as a
result  of  the  sale  of  Registrable  Securities pursuant to such Registration
Statement.  Such  indemnity  shall remain in full force and effect regardless of
any  investigation  made  by  or  on  behalf of such Indemnified Party and shall
survive  the transfer of the Registrable Securities by the Investors pursuant to
Section  10.  Notwithstanding  anything  to  the  contrary contained herein, the
indemnification  agreement  contained  in  this Section 6(b) with respect to any
preliminary  prospectus  shall not inure to the benefit of any Indemnified Party
if  the  untrue  statement  or  omission  of  material  fact  contained  in  the
preliminary  prospectus  was  corrected  on a timely basis in the prospectus, as
then  amended  or  supplemented.

     c.     The  Company  shall  be  entitled  to  receive  indemnities  from
underwriters,  selling  brokers, dealer managers and similar securities industry
professionals  participating in any distribution, to the same extent as provided
above,  with  respect  to  information  such  persons  so  furnished  in writing
expressly  for  inclusion  in  the  Registration  Statement.

     d.     Promptly after receipt by an Indemnified Person or Indemnified Party
under  this  Section 6 of notice of the commencement of any action or proceeding
(including  any  governmental  action  or  proceeding)  involving  a Claim, such
Indemnified  Person or Indemnified Party shall, if a Claim in respect thereof is
to  be  made against any indemnifying party under this Section 6, deliver to the
indemnifying  party  a  written  notice  of  the  commencement  thereof, and the
indemnifying  party  shall  have the right to participate in, and, to the extent
the  indemnifying  party  so  desires, jointly with any other indemnifying party
similarly  noticed,  to  assume  control  of  the  defense  thereof with counsel
mutually  satisfactory  to  the indemnifying party and the Indemnified Person or
the  Indemnified  Party,  as  the  case  may  be;  provided,  however,  that  an
Indemnified  Person  or Indemnified Party shall have the right to retain its own
counsel  with the fees and expenses to be paid by the indemnifying party, if, in
the  reasonable  opinion  of  counsel  retained  by  the indemnifying party, the
representation  by  such  counsel of the Indemnified Person or Indemnified Party
and  the  indemnifying  party  would be inappropriate due to actual or potential
differing interests between such Indemnified Person or Indemnified Party and any
other  party  represented by such counsel in such proceeding.  The Company shall
pay  reasonable  fees for only one separate legal counsel for the Investors, and
such  legal  counsel  shall  be  selected  by  the  Investors  holding  a

<PAGE>

majority-in-interest  of the Registrable Securities included in the Registration
Statement  to  which  the  Claim  relates.  The Indemnified Party or Indemnified
Person  shall cooperate fully with the indemnifying party in connection with any
negotiation or defense of any such action or claim by the indemnifying party and
shall  furnish to the indemnifying party all information reasonably available to
the  Indemnified  Party  or  Indemnified  Person  that relates to such action or
claim.  The  indemnifying  party shall keep the Indemnified Party or Indemnified
Person  fully  apprised  at  all  times  as  to the status of the defense or any
settlement  negotiations  with  respect thereto.  No indemnifying party shall be
liable  for  any  settlement of any action, claim or proceeding effected without
its  written  consent,  provided, however, that the indemnifying party shall not
unreasonably  withhold,  delay  or condition its consent.  No indemnifying party
shall,  without  the  consent  of  the  Indemnified Party or Indemnified Person,
consent  to  entry  of  any  judgment  or  enter  into  any  settlement or other
compromise which does not include as an unconditional term thereof the giving by
the  claimant  or plaintiff to such Indemnified Party or Indemnified Person of a
release  from  all  liability in respect to such claim or litigation.  Following
indemnification  as  provided  for  hereunder,  the  indemnifying party shall be
subrogated  to  all  rights  of the Indemnified Party or Indemnified Person with
respect  to  all third parties, firms or corporations relating to the matter for
which  indemnification  has been made.  The failure to deliver written notice to
the  indemnifying party within a reasonable time of the commencement of any such
action  shall  not  relieve  such  indemnifying  party  of  any liability to the
Indemnified  Person  or  Indemnified  Party  under this Section 6, except to the
extent  that  the indemnifying party is prejudiced in its ability to defend such
action.

     e.     The  indemnification  required  by  this  Section 6 shall be made by
periodic  payments  of the amount thereof during the course of the investigation
or  defense, as and when bills are received or Indemnified Damages are incurred.

     f.     The  indemnity  agreements  contained herein shall be in addition to
(i) any cause of action or similar right of the Indemnified Party or Indemnified
Person  against  the  indemnifying party or others, and (ii) any liabilities the
indemnifying  party  may  be  subject  to  pursuant  to  the  law.


     7.     CONTRIBUTION.
            ------------

     To the extent any indemnification by an indemnifying party is prohibited or
limited  by  law, the indemnifying party agrees to make the maximum contribution
with respect to any amounts for which it would otherwise be liable under Section
6 to the fullest extent permitted by law; provided, however, that: (i) no seller
of  Registrable  Securities  guilty  of fraudulent misrepresentation (within the
meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from
any  seller  of  Registrable  Securities  who  was  not  guilty  of  fraudulent
misrepresentation; and (ii) contribution by any seller of Registrable Securities
shall be limited in amount to the net amount of proceeds received by such seller
from  the  sale  of  such  Registrable  Securities.

<PAGE>

8.     REPORTS  UNDER  THE  1934  ACT.
       ------------------------------

     With  a  view to making available to the Investors the benefits of Rule 144
promulgated  under  the  1933 Act or any other similar rule or regulation of the
SEC  that may at any time permit the Investors to sell securities of the Company
to  the  public  without  registration  ("RULE  144"),  the  Company  agrees to:

     a.     make  and  keep  public  information  available,  as those terms are
understood  and  defined  in  Rule  144;

     b.     file with the SEC in a timely manner all reports and other documents
required  of  the  Company  under  the  1933 Act and the 1934 Act so long as the
Company  remains  subject to such requirements (it being understood that nothing
herein  shall  limit  the  Company's  obligations  under  Section  4(c)  of  the
Settlement  Agreement)  and  the  filing  of such reports and other documents is
required  for  the  applicable  provisions  of  Rule  144;  and

c.     furnish  to  each  Investor  so  long  as  such Investor owns Registrable
Securities,  promptly  upon request, (i) a written statement by the Company that
it  has  complied  with the reporting requirements of Rule 144, the 1933 Act and
the  1934  Act, (ii) a copy of the most recent annual or quarterly report of the
Company  and such other reports and documents so filed by the Company, and (iii)
such other information as may be reasonably requested to permit the investors to
sell  such  securities  pursuant  to  Rule  144  without  registration.


     9.     ASSIGNMENT  OF  REGISTRATION  RIGHTS.
            ------------------------------------

     The  rights  under  this Agreement shall be automatically assignable by the
Investors  to any transferee of all or any portion of Registrable Securities if:
(i)  the  Investor  agrees  in writing with the transferee or assignee to assign
such  rights,  and a copy of such agreement is furnished to the Company within a
reasonable  time after such assignment; (ii) the Company is, within a reasonable
time after such transfer or assignment, furnished with written notice of (a) the
name  and  address  of  such transferee or assignee, and (b) the securities with
respect  to  which  such  registration rights are being transferred or assigned;
(iii)  immediately following such transfer or assignment the further disposition
of  such  securities  by the transferee or assignee is restricted under the 1933
Act and applicable state securities laws; provided, however, that the transferee
or  assignee  may  subsequently  transfer  or  assign  all or any portion of the
Registrable  Securities  if an exemption from registration under the 1933 Act is
applicable  to  such  transfer  or  assignment;  (iv)  at or before the time the
Company receives the written notice contemplated by clause (ii) of this sentence
the transferee or assignee agrees in writing with the Company to be bound by all
of  the  provisions contained herein; and (v) such transfer shall have been made
in  accordance  with  the  applicable  requirements of the Settlement Agreement.

<PAGE>

10.     AMENDMENT  OF  REGISTRATION  RIGHTS.
        -----------------------------------

     Provisions  of this Agreement may be amended and the observance thereof may
be waived (either generally or in a particular instance and either retroactively
or  prospectively),  only  with the written consent of the Company and Investors
who  then  hold  one  hundred  percent  (100%)  of  the  Registrable Securities.


     11.     MISCELLANEOUS.
             -------------

     a.     A Person is deemed to be a holder of Registrable Securities whenever
such  Person owns or is deemed to own of record such Registrable Securities.  If
the  Company receives conflicting instructions, notices or elections from two or
more  Persons with respect to the same Registrable Securities, the Company shall
act  upon  the  basis  of  instructions,  notice  or  election received from the
registered  owner  of  such  Registrable  Securities.

     b.     Any  notices,  consents, waivers or other communications required or
permitted  to  be given under the terms of this Agreement must be in writing and
will  be  deemed  to  have  been  delivered:  (i)  upon  receipt, when delivered
personally;  (ii) upon receipt, when sent by facsimile (provided confirmation of
transmission is mechanically or electronically generated and kept on file by the
sending  party);  or  (iii)  one  business  day  after deposit with a nationally
recognized  overnight  delivery  service, in each case properly addressed to the
party  to  receive  the  same.  The  addresses  and  facsimile  numbers for such
communications  shall  be:

     If  to  the  Company:

       e-Net  Financial.com  Corporation
       3200  Bristol  Street,  Suite  700
       Costa  Mesa,  California  92626
       USA
       Attention:  Vincent  Rinehart

     If  to  WdB:

       Williams  de  Broe
       6  Broadgate
       London,  EC2M-2RP
       England
       Attention:  Julian  Parker

<PAGE>

And,  if  to  any  Investor  other  than  WdB, to the last known address of such
Investor,  and  if none is available, then to the Investor in care of WdB; or at
such other address and/or facsimile number and/or to the attention of such other
person  as  the  recipient  party  has specified by written notice given to each
other  party  five  days  prior  to  the  effectiveness  of  such  change.

     c.     Failure  of  any  party  to  exercise any right or remedy under this
Agreement  or otherwise, or delay by a party in exercising such right or remedy,
shall  not  operate  as  a  waiver  thereof.

     d.     This Agreement shall be governed by and construed in all respects by
the  internal laws of the State of California (except for the proper application
of  the  United  States  federal  securities laws), without giving effect to any
choice  of  law  or  conflict  of law provision or rule (whether of the State of
California  or  any other jurisdictions) that would cause the application of the
laws of any jurisdictions other than the State of California.  Each party hereby
irrevocably  submits  to the non-exclusive jurisdiction of the state and federal
courts  sitting  in  the  County  of  Orange,  State  of  California,  for  the
adjudication of any dispute hereunder.  If any provision of this Agreement shall
be  invalid  or  unenforceable  in  any  jurisdiction,  such  invalidity  or
unenforceability  shall  not  affect  the  validity  or  enforceability  of  the
remainder  of  this  Agreement  in  that  jurisdiction  or  the  validity  or
enforceability  of  any  provision  of this Agreement in any other jurisdiction.

     e.     This  Agreement  and  the Settlement Agreement constitute the entire
agreement among the parties hereto with respect to the subject matter hereof and
thereof.  There are no restrictions, promises, warranties or undertakings, other
than  those set forth or referred to herein and therein.  This Agreement and the
Settlement Agreement supersede all prior agreements and understandings among the
parties  hereto  with  respect  to  the  subject  matter  hereof  and  thereof.

     f.     Subject to the requirements of Section 9, this Agreement shall inure
to  the  benefit  of and be binding upon the permitted successors and assigns of
each  of  the  parties  hereto.

     g.     The headings in this Agreement are for convenience of reference only
and  shall  not  limit  or  otherwise  affect  the  meaning  hereof.

h.     This  Agreement  may be executed in identical counterparts, each of which
shall  be  deemed an original but all of which shall constitute one and the same
agreement.  This  Agreement,  once  executed by a party, may be delivered to the
other party hereto by facsimile transmission of a copy of this Agreement bearing
the  signature  of  the  party  so  delivering  this  Agreement.

     i.     Each  party shall do and perform, or cause to be done and performed,
all  such  further acts and things, and shall execute and deliver all such other
agreements,  certificates,  instruments  and  documents,  as the other party may
reasonably  request in order to carry out the intent and accomplish the purposes
of  this Agreement and the consummation of the transactions contemplated hereby.

<PAGE>

     j.     All  consents  and  other determinations to be made by the Investors
pursuant  to  this  Agreement  shall be made, unless otherwise specified in this
Agreement,  by  Investors  holding  a  majority-in-interest  of  the Registrable
Securities.

     k.     The  language  used  in  this  Agreement  will  be  deemed to be the
language  chosen  by  the parties to express their mutual intent and no rules of
strict  construction  will  be  applied  against  any  party.

     l.     This Agreement is intended for the benefit of the parties hereto and
their  respective  permitted  successors and assigns, and is not for the benefit
of,  nor  may  any  provision  hereof  be  enforced  by,  any  other  Person.

                         [SIGNATURES ON FOLLOWING PAGE]

<PAGE>

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

COMPANY:                                          WdB:

E-NET  FINANCIAL.COM  CORPORATION                 WILLIAMS  de  BROE


By:  /s/ Vincent Rinehart                         By:
     Vincent  Rinehart,  President
                                                    (name  and  title)

<PAGE>


                                    EXHIBIT A
                                    ---------

                         FORM OF NOTICE OF EFFECTIVENESS
                            OF REGISTRATION STATEMENT

[TRANSFER  AGENT]
Attn:

     Re:  e-NET  FINANCIAL.COM  CORPORATION
          ---------------------------------

Ladies  and  Gentlemen:

     We  are  counsel  to  e-Net Financial.com Corporation, a Nevada corporation
(the "COMPANY").  Pursuant to that certain Settlement Agreement (the "SETTLEMENT
AGREEMENT")  entered into by and among the Company, Williams de Broe ("WDB") and
certain  other parties, the Company issued to WdB 3,000,000 shares of its common
stock,  par  value  $ 0.001 per share (the "COMMON SHARES").  In connection with
the  Settlement  Agreement,  the  Company  also  has entered into a Registration
Rights  Agreement  with  WdB  (the  "REGISTRATION RIGHTS AGREEMENT") pursuant to
which the Company agreed, among other things and subject to certain limitations,
to  register  the  Registrable Securities (as defined in the Registration Rights
Agreement),  consisting  of the Common Shares, under the Securities Act of 1933,
as amended (the "1933 ACT").  In connection with the Company's obligations under
the  Registration  Rights  Agreement,  on  _________,  200_, the Company filed a
Registration Statement on Form [S-1] (File No. _____________) (the "REGISTRATION
STATEMENT")  with the Securities and Exchange Commission (the "SEC") relating to
the  Registrable  Securities  which  names  each  of  those  persons or entities
identified  below  (the  "HOLDERS")  as  a  selling  stockholder  thereunder.

     In  connection with the foregoing, we advise you that a member of the SEC's
staff  has  advised  us by telephone that the SEC has entered an order declaring
the  Registration  Statement  effective  under  the  1933  Act at [ENTER TIME OF
EFFECTIVENESS]  on [ENTER DATE OF EFFECTIVENESS] and we have no knowledge, after
telephonic  inquiry  of  a  member  of  the  SEC's  staff,  that  any stop order
suspending  its  effectiveness  has been issued or that any proceedings for that
purpose  are  pending  before,  or  threatened  by,  the SEC and the Registrable
Securities  are  available  for  resale  under  the  1933  Act  pursuant  to the
Registration  Statement.

                                           Very  truly  yours,

                                           [ISSUER'S  COUNSEL]


                                           By:________________________

[LIST  NAMES  OF  HOLDERS]

<PAGE>