1

                             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
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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
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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
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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
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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

     (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.

<PAGE>

     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
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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.

     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.

<PAGE>

     14.     Number  and  Gender.  In  this  Note the singular shall include the
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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
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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.
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     (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:  /s/ Vincent R. Rinehart
     Vincent R. Rinehart
Its: President & CEO

"HOLDER"

LAGUNA  PACIFIC  PARTNERS,  LP


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


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