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."

<PGAE>

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


"HOLDER"

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.



<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>