EXHIBIT 4.1

      THE  E-NET  FINANCIAL.COM  CORPORATION  2000  STOCK  COMPENSATION  PROGRAM

       1.  Purpose.  This  2000  STOCK  COMPENSATION  PROGRAM (the "Program") is
intended  to  secure  for e-Net Financial Corporation, a Nevada corporation (the
"Company"),  its  subsidiaries,  and  its stockholders the benefits arising from
ownership  of  the Company's common stock (the "Common Stock") by those selected
individuals of the Company and its subsidiaries, who will be responsible for the
future  growth of such corporations. The Program is designed to help attract and
retain  superior  personnel for positions of substantial responsibility with the
Company  and  its  subsidiaries,  and  to provide individuals with an additional
incentive  to  contribute  to  the  success  of  the  corporations.

       2.  Elements  of  the  Program

       In  order  to  maintain  flexibility  in  the award of stock benefits the
program  will  consist of a several plans. The Program Administrators are hereby
authorized  to  periodically  add  plans  to  this  program consistent with this
objective.  The  first part is the Stock Bonus Plan (Bonus Plan) under which (i)
common  stock shares are granted to key employees and consultants as a bonus for
performing  duties  essential  in the growth of the company in its initial year.
The  second  part is the Stock Deferral Plan (Deferral) in which (i) payments of
deferred  compensation in the form of shares of common stock (deferred payments)
are  granted; and (ii) rights to receive cash or shares of common stock based on
the  amount  of income owed deferred (up to 1/3 of gross income). The third part
is  the  Executive  Stock  Bonus  Option Plan (the "Executive Bonus Plan") under
which  (i)  units  representing  the  equivalent  of shares of Common Stock (the
"Performance  Shares") are granted; (ii) payments of compensation in the form of
shares  of  Common Stock (the "Stock Payments") are granted; and (iii) rights to
receive  cash  or shares of Common Stock as a bonus, based on the performance of
the  executive  or Key Independent Contractor (Bonus Shares). The fourth part is
the Compensation Plan (the "Compensation Plan") under which common shares may be
issued,  at their election, to employees, executives, and contractors in lieu of
cash  payments  for  services  rendered  to  the  Company.

       3.  Applicability  of  General  Provisions.  Unless any Plan specifically
indicates  to the contrary, all Plans shall be subject to the General Provisions
of  the  Program  set  forth  below.

       4.  Administration  of  the  Plans.  The  Plans  shall  be  administered,
construed,  governed,  and  amended  in  accordance with their respective terms.


                GENERAL  PROVISIONS  OF  STOCK  COMPENSATION  PROGRAM

       Article  1.  Administration.  The  Program  shall  be administered by the
Company's  Board  of  Directors  (the  "Program  Administrators").  The  Program
Administrators  shall  hold  meetings  at  such  times  and  places  as they may
determine  and  as  necessary to approve all grants and other transactions under
the  Program  as required under Rule 16b-3(d) under the Exchange Act, shall keep
minutes  of  their  meetings,  and shall adopt, amend, and revoke such rules and
procedures  as  they  may deem proper with respect to the Program. Any action of
the  Program  Administrators  shall  be  taken by majority vote or the unanimous
written  consent  of  the  Program  Administrators.

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       Article  2.  Authority  of  Program  Administrators. Subject to the other
provisions  of  this  Program,  and  with  a  view to effecting its purpose, the
Program  Administrators  shall  have  sole authority, in their sole and absolute
discretion,  (a)  to construe and interpret the Program; (b) to define the terms
used  herein;  (c)  to  determine the individuals to whom options and restricted
shares  and rights to purchase shares shall be granted under the Program; (d) to
determine  the  time  or times at which options and restricted shares, rights to
purchase  shares  or  other  awards  shall  be granted under the Program; (e) to
determine  the  number  and type of shares or securities subject to each option,
restricted  share,  purchase  right  or  other award, the duration of each award
granted under the Program, and the price of any share purchase; (f) to determine
all  of  the  other terms and conditions of options, restricted shares, purchase
rights  and  other  awards  granted under the Program; and (g) to make all other
determinations  necessary or advisable for the administration of the Program and
to  do  everything necessary or appropriate to administer the Program; provided,
however,  that  the  Board  shall  establish  the  price  for  all shares issued
hereunder.  All  decisions,  determinations,  and  interpretations  made  by the
Program  Administrators  shall  be binding and conclusive on all participants in
the  Program (the "Plan Participants") and on their legal representatives, heirs
and  beneficiaries.

       Article  3.  Maximum  Number of Shares Subject to the Program. Subject to
the  provisions  of  Article 7, the maximum aggregate number of shares of Common
Stock  subject to the Program shall be seven million (7,000,000) shares. Subject
to the limitation contained in Section 2 of Part 1, the maximum number of shares
of  common  stock  issuable  pursuant  to  the  Program  to  any  single Program
Participant  in  any  given  fiscal  year  shall be 750,000 shares. The Board of
Directors  of  the  Company  shall  make  recommendations  to  the  Program
Administrators  from  time  to time with respect to the allocation of the shares
reserved  under the Program for the directors, officers, employees and agents of
the  Company  and  its subsidiaries. The shares of Common Stock issued under the
Program  may  be authorized but unissued shares, shares issued and reacquired by
the Company or shares purchased by the Company on the open market. If any of the
options granted under the Program expire or terminate for any reason before they
have  been exercised in full, the unpurchased shares subject to those expired or
terminated  options  shall  cease  to  reduce the number of shares available for
purposes  of  the  Program.  If  the  conditions  associated  with  the grant of
restricted  shares are not achieved within the period specified for satisfaction
of  the  applicable  conditions, or if the restricted share grant terminates for
any reason before the date on which the conditions must be satisfied, the shares
of Common Stock associated with such restricted shares shall cease to reduce the
number  of  shares  available  for  purposes  of  the  Program.

       The  proceeds  received  by the Company from the sale of its Common Stock
pursuant  to  the exercise of options, transfer of restricted shares or issuance
of  stock purchased under the Program, if in the form of cash, shall be added to
the  Company's  general  funds  and  used  for  general  corporate  purposes.

<PAGE>

       Notwithstanding anything to the contrary in this Program, at no time that
the  Program  is subject to qualification under the California Corporations Code
shall  the  total  number  of  shares  issuable upon exercise of all outstanding
options  and  the  total  number of shares provided for under any stock bonus or
similar  plan  of  the Company exceed the applicable percentage as calculated in
accordance  with  the  conditions  and  exclusions  of  Rule  260.140.45  of the
California  Code  of  Regulations,  based on the number of shares of the Company
which  are  outstanding  at  the  time  the  calculation  is  made,  unless such
limitation  is  approved  in  accordance  with  such  Rule.

       Article  4. Eligibility and Participation. Officers, employees, directors
(whether  employee  directors  or  non-employee  directors),  and  independent
contractors or agents of the Company or its subsidiaries who are responsible for
or  contribute to the management, growth or profitability of the business of the
Company  or  its  subsidiaries  shall  be  eligible for selection by the Program
Administrators to participate in the Program. an. Consultants or advisors of the
Company  or  its  subsidiaries  shall  be  eligible  to receive awards under the
Program

       The  term  "subsidiary"  as used herein means any company, other than the
Company,  in  an  unbroken chain of companies, beginning with the Company if, at
the  time  of  any  grant  hereunder, each of the companies, other than the last
company  in the unbroken chain, owns stock possessing more than 50% of the total
combined  voting  power of all classes of stock in one of the other companies in
such  chain.

       Article  5.  Effective  Date  and  Term  of  Program.  The Program became
effective  December  16,1999  upon its adoption by the Board of Directors of the
Company subject to approval of the Program by a majority of the voting shares of
the  Company voting in person or by proxy at the annual meeting of stockholders.
The  Program  shall  continue  in  effect  for  a  term of 5 years unless sooner
terminated  under  Article  8  of  these  General  Provisions.`

       Article  6.  Adjustments.  If  the outstanding shares of Common Stock are
increased,  decreased, changed into, or exchanged for a different number or kind
of  shares or securities through merger, consolidation, combination, exchange of
shares,  other  reorganization,  recapitalization,  reclassification,  stock
dividend,  stock  split or reverse stock split, an appropriate and proportionate
adjustment  shall  be  made in the maximum number and kind of shares as to which
options and restricted shares may be granted under this Program. A corresponding
adjustment  changing  the  number  and  kind  of shares allocated to unexercised
options,  restricted  shares, or portions thereof, which shall have been granted
prior  to  any  such  change,  shall  likewise  be  made. Any such adjustment in
outstanding options shall be made without change in the aggregate purchase price
applicable  to  the  unexercised portion of the option, but with a corresponding
adjustment  in the price for each share or other unit of any security covered by
the  option.

<PAGE>

       Article  7.  Termination  and  Amendment  of  Program.  The Program shall
terminate  five  (5)  years from the date the Program is adopted by the Board of
Directors,  or,  if  applicable,  the  date a particular Plan is approved by the
stockholders,  or shall terminate at such earlier time as the Board of Directors
may  so  determine.  No  options shall be granted and no stock shall be sold and
purchased  under  the  Program  after  that  date

       Article  8.  Prior  Rights  and Obligations. No amendment, suspension, or
termination  of the Program shall, without the consent of the individual who has
received  a  bonus  or Deferral option, alter or impair any of that individual's
rights  or  obligations  under  any option or restricted share granted or shares
sold  and  purchased  under  the Program prior to that amendment, suspension, or
termination.

       Article 9. Privileges of Stock Ownership. Notwithstanding the exercise of
any option granted pursuant to the terms of this Program, the achievement of any
conditions  specified  in  any restricted share granted pursuant to the terms of
this  Program  or  the  election to purchase any shares pursuant to the terms of
this  Program,  no  individual  shall  have any of the rights or privileges of a
stockholder  of  the Company in respect of any shares of stock issuable upon the
exercise  of  his or her option, the satisfaction of his or her restricted share
conditions  or  the  sale,  purchase and issuance of such purchased shares until
certificates  representing  the  shares  have  been  issued  and  delivered.

       Article  10.  Reservation  of Shares of Common Stock. The Company, during
the  term  of  this  Program,  will at all times reserve and keep available such
number  of  shares  of  its  Common  Stock as shall be sufficient to satisfy the
requirements of the Program. In addition, the Company will from time to time, as
is necessary to accomplish the purposes of this Program, seek or obtain from any
regulatory  agency having jurisdiction any requisite authority in order to issue
and  sell  shares  of  Common  Stock  hereunder. The inability of the Company to
obtain  from  any  regulatory agency having jurisdiction the authority deemed by
the  Company's  counsel  to  be necessary to the lawful issuance and sale of any
shares  of  its  stock  hereunder  shall relieve the Company of any liability in
respect  of  the  nonissuance  or  sale  of  the stock as to which the requisite
authority  shall  not  have  been  obtained.

       Article  11.  Tax  Withholding.  The exercise of any option or restricted
share  granted or the sale and issuance of any shares to be purchased under this
Program  are  subject  to  the  condition  that if at any time the Company shall
determine,  in its discretion, that the satisfaction of withholding tax or other
withholding liabilities under any state or federal law is necessary or desirable
as  a  condition  of,  or  in  connection with, such exercise or the delivery or
purchase  of  shares  pursuant  thereto, then in such event, the exercise of the
option  or  restricted  share  or  the  sale  and  issuance  of any shares to be
purchased  shall  not  be  effective  unless  such  withholding  shall have been
effected  or  obtained  in  a manner acceptable to the Company. At the Company's
sole  and absolute discretion, the Company may, from time to time, accept shares
of  the  Company's  Common  Stock  subject  to one of the Plans as the source of
payment  for  such  liabilities.

<PAGE>

       Article  12. Compliance with Law. It is the express intent of the Company
that  this  Program  complies  in  all respect with all applicable provisions of
state  and  federal  law,  including  without limitation Section 25102(o) of the
California  Corporations  Code  to  the extent such Section is applicable to the
Company.  It  is the express intent of the Company that when any equity security
of  the  Company  is registered pursuant to Section 12 of the Exchange Act, this
Program  shall  comply  in  all  respects with applicable provisions of the Rule
16b-3 or Rule 16a-1(c)(3) under the Exchange Act in connection with any grant of
awards to, or other transaction by, a Plan Participant who is subject to Section
16  of  the  Exchange  Act  (except  for transactions exempted under alternative
Exchange  Act  rules).  Accordingly,  if  any  provision  of  the Program or any
agreement  relating  to  any award thereunder does not comply with Rule 16b-3 or
Rule 16a-1(c)(3) or Section 25102(o) of the California Corporations Code as then
applicable  to  any such transaction, such provision will be construed or deemed
amended  to  the extent necessarily to conform to the applicable requirements of
Rule  16b-3  or  Rule  16a-1(c)(3)  or  Section  25102(o)  of  the  California
Corporations  Code  so  that  such  Plan Participant shall avoid liability under
Section  16(b)  and  the  Program  shall  comply  with  Section 25102(o) as then
applicable  to  any  such transaction. Unless otherwise provided in any grant or
award  to  any  person  who is or may thereafter be subject to Section 16 of the
Exchange  Act, the approval of such grant or award shall include the approval of
the  disposition of the Company of Company equity securities for the purposes of
satisfying  the  payment  of  the  exercise or purchase price or tax withholding
obligations  related  to  such  grant  or  award  within  the  meaning  of Rules
16a-1(c)(3)  and  16b-3(e).

       Article  13.  Indemnification.  No Program Administrator, as that term is
defined  in  the  Program,  or  any  officer  or  employee  of the Company or an
affiliate  acting  at  the  direction  or on behalf of the Program Administrator
shall be personally liable for any action or determination taken or made in good
faith with respect to the Program, and shall, to the extent permitted by law, be
fully  indemnified  and protected by the Company with respect to any such action
or  determination.

       Article  14.  Death  Beneficiaries.  In the event of a Plan Participant's
death,  all  of such person's outstanding awards, including his or her rights to
receive  any  accrued  but  unpaid  Stock Payments, will transfer to the maximum
extent  permitted by law to such person's beneficiary. Each Plan Participant may
name,  from  time  to time, any beneficiary or beneficiaries (which may be named
contingently  or  successively)  as  his or her beneficiary for purposes of this
Program.  Each  designation  shall  be  on  a  form  prescribed  by  the Program
Administrators,  will  be effective only when delivered to the Company, and when
effective  will revoke all prior designations by the Plan Participant. If a Plan
Participant  dies  with no such beneficiary designation in effect, such person's
beneficiary  shall  be  his  or  her  estate  and  such  person's awards will be
transferable  by will or pursuant to laws of descent and distribution applicable
to  such  person.

       Article  15.  Unfunded  Program.  The  Program  shall be unfunded and the
Company  shall  not  be required to segregate any assets that may at any time be
represented  by  awards  under the Program. Neither the Company, its affiliates,
the Program Administrators, nor the Board shall be deemed to be a trustee of any
amounts to be paid under the Program nor shall anything contained in the Program
or  any action taken pursuant to its provisions create or be construed to create
a fiduciary relationship between any such party and a Plan Participant or anyone
claiming  on  his  or  her behalf. To the extent a Plan Participant or any other
person  acquires  a  right  to  receive  payment  pursuant to an award under the
Program,  such  right shall be no greater than the right of an unsecured general
creditor  of  the  Company.

<PAGE>

       Article  16.  Choice  of  Law  and  Venue.  The  Program  and all related
documents  shall  be  governed by, and construed in accordance with, the laws of
the  State  of  Nevada.  Acceptance  of  an  award shall be deemed to constitute
consent to the jurisdiction and venue of the state and federal courts located in
Clark  County,  State  of  Nevada  for all purposes in connection with any suit,
action  or other proceeding relating to such award, including the enforcement of
any  rights  under  the Program or any agreement or other document, and shall be
deemed  to  constitute  consent to any process or notice of motion in connection
with  such  proceeding  being served by certified or registered mail or personal
service  within  or  without the State of Nevada, provided a reasonable time for
appearance  is  allowed.

       Article  17  Arbitration.  Any  disputes  involving  the  Program will be
resolved  by  arbitration  in  Clark County, Nevada before one (1) arbitrator in
accordance  with  the  Commercial  Arbitration Rules of the American Arbitration
Association.

       Article  18.  Program Administrators' Right. Except as may be provided in
an  award  agreement, the Program Administrators may, in their discretion, waive
any  restrictions  or  conditions  applicable  to,  extend  or modify any period
(including  any  period  in  which  an  option or other exercisable award may be
exercised, subject to the requirements of the Code) applicable to, or accelerate
the  vesting  of, any award (other than the right to purchase shares pursuant to
the  Stock  Purchase  Plan).

       Article 19. Termination of Benefits Under Certain Conditions. The Program
Administrators, in their sole and absolute discretion, may cancel any unexpired,
unpaid  or deferred award (other than a right to purchase shares pursuant to the
Stock  Purchase  Plan)  at any time if the Plan Participant is not in compliance
with  all  applicable provisions of the Program or any award agreement or if the
Plan  Participant, whether or not he or she is currently employed by the Company
or  one  of its subsidiaries, acts in a manner contrary to the best interests of
the  Company  and  its  subsidiaries.

       Article 20. Conflicts in Program. In case of any conflict in the terms of
the  Program,  or  between the Program and an award agreement, the provisions in
the  Program  which  specifically  grant  such  award  shall  control,  and  the
provisions  in  the  Program  shall  control  over  the  provisions in any award
agreement.

       Article  21.  Information to Plan Participants. To the extent required by
applicable  law,  the Company shall provide Plan Participants with the Company's
financial  statements  at  least  annually.

       Article  22.  Company's  Right  of  Repurchase.  In the event that a Plan
Participant's  employment  with  or service to the Company is terminated for any
reason  or  any  of  its  subsidiaries, the Company shall have the right, unless
waived  by the Program Administrators at the time of any award or thereafter, to
repurchase  all,  of  the securities that such Plan Participant has purchased or
has  been  awarded  under  the  Program  on  the  following  terms:

              (a)  Upon  a  Plan Participant's termination of employment with or
       service to the Company or any of its subsidiaries, the Company shall have
       the  right  for  a  period  of  ninety  (90)  days  from  the last day of
       employment  or service to repurchase all, of the securities awarded to or
       purchased  by  the  Plan  Participant  under  the  Program.

              (b)  The  Company  shall notify the Plan Participant within ninety
       (90) days of the last day of employment or service regarding the exercise
       of  its  right  of  repurchase.

              (c)  If the Company exercises its right of repurchase, the Company
       will  purchase  the securities within thirty (30) days of delivery of the
       notice  of  its election to purchase at the higher of (i) the Fair Market
       Value  on  the  Plan  Participant's date of termination, or (ii) the Fair
       Market Value of such securities on the date of the Company's notification
       of  election  to  repurchase.

       Article  23. Lock-Up. To the extent requested by any managing underwriter
to  the  Company,  the  Plan  Participants shall enter into such market lock-up,
escrow or other agreements as may be requested by such underwriter in connection
with  any  public  offering  of  the  Company's  securities.

<PAGE>

                                     PART  I

                           e-NET  FINANCIAL  CORPORATION
                                STOCK  BONUS  PLAN

       Section 1. Purpose. The purpose of this e-Net Financial Corporation Stock
Bonus  Plan  (the "Bonus) is to promote the growth and general prosperity of the
Company by permitting the Company to grant registered shares to help attract and
retain  superior  personnel for positions of substantial responsibility with the
Company  and  its  subsidiaries  and  to  provide individuals with an additional
incentive  to  contribute to the success of the Company. The Stock Bonus Plan is
Part  I  of  the Program. Unless any provision herein indicates to the contrary,
the  Stock  Bonus Plan shall be subject to the General Provisions of the Program
and terms used but not defined in this Stock Bonus Plan shall have the meanings,
if  any,  ascribed  thereto  in  the  General  Provisions  of  the  Program.

       Section  2.  Terms  and  Conditions.  The  terms and conditions of shares
granted  under  the  Bonus  Plan  may  differ  from  one  another as the Program
Administrators  shall,  in  their  discretion,  determine  as long as all shares
granted  under  the Bonus Plan satisfy the requirements of the Stock Bonus Plan.

       Each  Bonus  agreement  shall provide to the recipient (the "Holder") the
transfer  of  a  specified  number of shares of Common Stock of the Company that
shall become nonforfeitable upon the execution of the Stock Bonus Plan Agreement
(Bonus  Agreement).  At  the  time  that  the  bonus  is  granted,  the  Program
Administrators  shall  specify  the  service  or  performance conditions and the
period  of  duration  over  which  the  conditions  apply.

       The  Holder  shall not have any rights with respect to such award, unless
and  until  such  Holder  has  executed  an  agreement  evidencing the terms and
conditions  of  the  award (the "Stock Bonus Agreement"). Each individual who is
awarded  shares  shall  be issued a stock certificate in respect of such shares.
Such  certificate  shall  be  registered  in  the  name  of  the  Holder.

       The  transferability  of  this  certificate  and  the  shares  of  stock
       represented  hereby  are  subject  to the terms and conditions (including
       forfeiture)  of  the e-Net Financial Corporation Stock Bonus Plan entered
       into between the registered owner and e-Net Financial Corporation. Copies
       of  such Plan and Agreement are on file in the offices of e-Net Financial
       Corporation.


       The  Program  Administrators  shall  require  that the stock certificates
evidencing  such  shares  be  held  in  the  custody  of  the  company until the
applicable  conditions  have  been  satisfied.

       Section  3.  Transferability. Subject to the provisions of the Bonus Plan
Agreements,  as may be set by the Program Administrators commencing on the grant
date,  the Holder shall be permitted to sell, transfer, pledge, or assign shares
awarded  under  the  Stock  Bonus  Plan.

       Section  4.  Share  Rights  Upon  Employment  or  Service.  If  a  Holder
terminates  employment  or  service  with the company, any shares granted to him
shall  not  be  forfeited  by  the  Holder.

<PAGE>

       Section 5. Stockholder Rights. The Holder shall have, with respect to the
shares granted, all of the rights of a stockholder of the Company, including the
right  to  vote  the  shares,  and  the  right to receive any dividends thereon.
Certificates  for  shares  of  stock  shall  be delivered to the Holder promptly
after,  and  only  after,  the  Bonus  Plan  Agreement  shall  be  executed.

       Section  6.  Compliance  with Securities Laws. Shares shall not be issued
under  the  Stock  Bonus  Plan  unless  the  issuance and delivery of the shares
pursuant thereto shall comply with all relevant provisions of foreign, state and
federal  law,  including,  without  limitation,  the  Securities Act of 1933, as
amended,  and  the  Exchange  Act,  and  the  rules  and regulations promulgated
thereunder, and the requirements of any stock exchange upon which the shares may
then  be listed, and shall be further subject to the approval of counsel for the
Company  with  respect  to  such compliance. The Program Administrators may also
require  a  Holder  to furnish evidence satisfactory to the Company, including a
written and signed representation letter and consent to be bound by any transfer
restrictions  imposed  by  law.

       Section  7.  Continued  Employment  or  Service.  This  agreement  is not
contingent  upon  continued  employment  or  service.

<PAGE>

                           E-NET  FINANCIAL  CORPORATION
                           STOCK  BONUS  PLAN  AGREEMENT

       THIS  AGREEMENT  is  made  as  of __________, _____, by and between e-Net
Financial  Corporation  a  Nevada  corporation  (the  "Company"),  and
_______________________  ("Holder"):

       WHEREAS,  the  Company  maintains  the  e-Net Financial Corporation Stock
Bonus  Plan  ("Stock  Bonus  Plan") under which the Program Administrators grant
shares of the Company's common stock, no par value ("Common Stock") to employees
and non-employees as the Program Administrators may determine, subject to terms,
conditions,  or  restrictions  as  they  may  deem  appropriate;  and

       WHEREAS,  pursuant  to  the  Stock Bonus Plan, the Program Administrators
have awarded to Holder a stock bonus award conditioned upon the execution by the
Company  and  Holder of a Stock Bonus Plan Agreement setting forth all the terms
and  conditions  applicable  to  such  award.

       NOW,  THEREFORE, in consideration of termination of the Stock Option plan
entered into between Company and Holder and of the mutual promises and covenants
contained  herein,  it  is  hereby  agreed  as  follows:

1.     Award  of  Shares.

       Under  the  terms  of  the  Stock  Bonus Plan, the Program Administrators
hereby  award  and  transfer  to  Holder a stock award on January 1,2000 ("Grant
Date"),  covering  shares  of  Common  Stock  ("Shares")  subject  to the terms,
conditions,  and  restrictions  set  forth  in  this Agreement. This transfer of
Shares  shall constitute a transfer of such property in connection with Holder's
performance  of service to the Company (which transfer is intended to constitute
a  "transfer"  for  purposes  of  Section  83  of  the  Internal  Revenue Code).

2.     Stock  Certificates.

       A  stock certificate evidencing the Shares shall be issued in the name of
Holder  as  of  the Grant Date. Holder shall thereupon be the shareholder of all
the  Shares  represented  by  the  stock  certificate.  As such, Holder shall be
entitled  to  all rights of a stockholder of the Company, including the right to
vote  the  Shares  and  receive dividends and/or other distributions declared on
such  Shares.

3.     Administration.

       The  Program  Administrators  shall  have  full  authority and discretion
(subject  only  to the express provisions of the Stock Bonus Plan) to decide all
matters  relating  to  the  administration and interpretation of the Stock Bonus
Plan and this Agreement. All such Program Administrators determinations shall be
final,  conclusive,  and  binding  upon  the  Company,  Holder,  and any and all
interested  parties.

4.     Right  to  Continued  Employment  or  Service.

       Nothing  in the Stock Bonus Plan or this Agreement shall confer on Holder
any  right  to continue in the employ of or service to the Company or, except as
may  otherwise be limited by a written agreement between the Company and Holder,
in  any  way  affect  the  Company's  right  to terminate Holder's employment or
service,  at  will,  at  any time without prior notice at any time for any or no
reason  (whether  by  dismissal,  discharge,  retirement  or  otherwise).

<PAGE>

5.     Amendment.

       This  Agreement  shall be subject to the terms of the Stock Bonus Plan as
amended,  the  terms of which are incorporated herein by reference. However, the
stock  bonus  award  that is the subject of this Agreement may not in any way be
restricted  or limited by any Stock Bonus Plan amendment or termination approved
after  the  date  of  the  award  without  Holder's  written  consent.

6.     Force  and  Effect.

       The various provisions of this Agreement are severable in their entirety.
Any  determination  of invalidity or unenforceability of any one provision shall
have  no  effect on the continuing force and effect of the remaining provisions.

7.     Governing  Law.

       This  Agreement  shall  be  construed and enforced in accordance with and
governed  by  the  laws  of  the  State  of  Nevada.

8.     Successors.

       This  Agreement  shall  be  binding  upon and inure to the benefit of the
successors,  assigns,  and  heirs  of  the  respective  parties.

9.     Notice.

       All  notices, requests, demands, and other communications hereunder shall
be  in  writing  and  shall  be  deemed  to  have  been  duly given if delivered
personally  or  by  certified  mail,  return  receipt  requested,  as  follows:

     To  Company:     e-Net  Financial  Corporation
          2102  Business  Center  Dr.  Ste  115E
          Irvine,  Ca  92612
          Attn:  Secretary

     To  Holder:
             ------------------------------
             ------------------------------
             ------------------------------
             ------------------------------

10.    Incorporation  of  Plan  by  Reference.

       The  Shares  are  awarded pursuant to the terms of the Plan, the terms of
which  are  incorporated  herein  by reference, and the Share award shall in all
respects  be interpreted in accordance with the Plan. The Program Administrators
shall  interpret  and  construe  the  Plan  and  this  instrument,  and  its
interpretations  and  determinations  shall  be  conclusive  and  binding on the
parties hereto and any other person claiming an interest hereunder, with respect
to  any  issue  arising  hereunder  or  thereunder.




       IN  WITNESS  WHEREOF, the parties hereto have signed this Agreement as of
the  date  hereof.

E-NET  FINANCIAL  CORPORATION,
a  Nevada  corporation

By:
----------------------
Michael  Roth-President



ACCEPTED  AND  AGREED  TO


----------------------
(Optionee)


By:
----------------------
Name

<PAGE>

                                     PART  II

                           e-NET  FINANCIAL  CORPORATION
                           STOCK  DEFERRAL  OPTION  PLAN

       Section  1.  Deferral  Option  Terms  and Conditions. The purpose of this
e-Net  Financial  Corporation  Stock  Deferral Option Plan (the "Deferral Option
Plan")  is  to  promote  the  growth  and  general  prosperity of the Company by
permitting  the  Company  to  grant stock deferral rights ("Deferral Option") to
help  attract  and  retain  superior  personnel  for  positions  of  substantial
responsibility  with the Company and its subsidiaries and to provide individuals
with  an  additional  incentive to contribute to the success of the Company. The
terms  and conditions of Deferral Options granted under the Deferral Option Plan
may  differ  from  one  another  as  the  Program Administrators shall, in their
discretion,  determine  in  each  agreement  (the  "Deferral Option Agreement").
Unless any provision herein indicates to the contrary, this Deferral Option Plan
shall  be  subject  to the General Provisions of the Program, and terms used but
not  defined  in  this  Deferral  Option  Plan  shall have the meanings, if any,
ascribed  thereto  in  the  General  Provisions  of  the  Program.

       Section  2.  Duration  of  Deferral Options. Each Deferral Option and all
rights  thereunder  granted  pursuant  to  the terms of the Deferral Option Plan
shall  expire  on the date determined by the Program Administrators as evidenced
by  the  Deferral  Option  Agreement,  but in no event shall any Deferral Option
expire  later  than five (5) years from the date on which the Deferral Option is
granted. In addition, each Deferral Option shall be subject to early termination
as  provided  in  the  Deferral  Option  Plan.

       Section  3.  Grant.  Subject  to the terms and conditions of the Deferral
Option  Agreement,  the  Program Administrators may grant the right to receive a
payment  upon  the  exercise  of  a Deferral Option which reflects the number of
shares  of Common Stock for which such Deferral Option was granted to any person
who  is  eligible  to  receive  awards.

       Section  4. Payment at Exercise. Upon the settlement of a Deferral Option
in  accordance  with  the  terms  of  the  Deferral  Option  Agreement, the Plan
Participant  shall  (subject  to the terms and conditions of the Deferral Option
Plan  and  Deferral Option Agreement) receive a payment equal to the Grant Price
(as  defined  below)  for  the  number  of  shares  of the Deferral Option being
exercised  at  that  time.  Such payment may be paid in cash or in shares of the
Company's  Common  Stock  or  by  a combination of the foregoing, at the time of
exercise  of the Deferral Option, specified by the Program Administrators in the
Deferral  Option  Agreement.  If any portion of the payment is paid in shares of
the  Company's Common Stock, such shares shall be valued for this purpose at the
Deferral  Option  Grant  Price.  "DEFERRAL  Grant  Price"  shall  mean the price
allocated  to  the  stock  pursuant  to  the  Stock  Deferral  Option Agreement.

       Section  5.  Special Terms and Conditions. Each Deferral Option Agreement
which  evidences the grant of a Deferral Option shall incorporate such terms and
conditions  as  the Program Administrators in their sole and absolute discretion
deem  are  not  inconsistent  with  the  terms  of  the  Deferral  Option  Plan.

<PAGE>

       Section 6. Compliance with Securities Laws. Deferral Options shall not be
granted  and  shares  shall  not  be  issued with respect to any Deferral Option
granted  under the Deferral Option Plan unless the grant of that Deferral Option
or  the  exercise  of  that Deferral Option and the issuance and delivery of the
shares  pursuant thereto shall comply with all applicable provisions of foreign,
state  and  federal  law,  including,  without limitation, the Securities Act of
1933,  as  amended,  and  the  Exchange  Act,  and  the  rules  and  regulations
promulgated  thereunder,  and  the requirements of any stock exchange upon which
the  shares  may then be listed, and shall be further subject to the approval of
counsel  for  the  Company  with  respect  to  such  compliance.  The  Program
Administrators  may  also  require  a  Plan  Participant  to  furnish  evidence
satisfactory  to  the  Company,  including  a  written and signed representation
letter  and  consent  to  be  bound by any transfer restrictions imposed by law,
legend, condition, or otherwise, that any securities are being acquired only for
investment  purposes and without any present intention to sell or distribute the
securities  in  violation  of  any  state  or  federal law, rule, or regulation.
Further,  each  Plan  Participant shall consent to the imposition of a legend on
securities  and  the  imposition of stop-transfer instructions restricting their
transferability  as  required  by  law  or  by  this  Section  6.

       Section  7.  Continued  Employment  or Service. Each Plan Participant, if
requested by the Program Administrators, must agree in writing as a condition of
receiving  his  or  her  Deferral  Option  or any shares as a result thereof, to
remain  in  the  employment  of,  or  service  to,  the  Company  or  any of its
subsidiaries  following  the date of the granting of that Deferral Option or the
issuance  of  such  shares for a period specified by the Program Administrators.
Nothing  in  this Deferral Option Plan or in any Deferral Option Agreement shall
confer  upon  any  Plan  Participant  any  right  to continued employment by, or
service  to,  the  Company  or  any of its subsidiaries, or limit in any way the
right  of  the  Company  or any subsidiary at any time to terminate or alter the
terms  of  that  employment  or  service  arrangement.

       Section  8.  Deferral  Option  Rights  Upon  Termination of Employment or
Service.  If  a  Plan  Participant  under this Deferral Option Plan ceases to be
employed  by, or provide services to, the Company or any of its subsidiaries for
any  reason  other  than  death  or disability, his or her Deferral Option shall
terminate  thirty  (30) days after the date of termination of employment (unless
sooner  terminated in accordance with its terms); provided, however, that in the
event  employment  is  terminated for cause as defined by applicable law, his or
her  option  shall  terminate  immediately, provided, further, however, that the
Program  Administrators  may,  in  their sole and absolute discretion, allow the
Deferral  Option  to  be  exercised,  to  the  extent exercisable on the date of
termination  of employment or service, at any time within ninety (90) days after
the  date  of  termination  of employment or service, unless either the Deferral
Option  Agreement  or  this  Deferral Option Plan otherwise provides for earlier
termination.

       Section 9. Rights Upon Disability. If a Plan Participant becomes disabled
within  the  meaning  of  Code  Section 422(e)(3) while employed by or providing
service to the Company or any subsidiary corporation, his or her Deferral Option
shall  terminate  six  months  after  the  date  of termination of employment or
service  due  to  disability  (unless  sooner  terminated in accordance with its
terms);  provided,  however,  that the Program Administrators may, in their sole
and  absolute  discretion,  allow  the  Deferral  Option to be exercised (to the
extent  exercisable  on the date of termination of employment or service) at any
time  within  one  year  after  the  date  of  termination  of employment due to
disability,  unless  either the Deferral Option Agreement or the Deferral Option
Plan  otherwise  provides  for  earlier  termination.

       Section 10. Rights Upon Death. Except as otherwise limited by the Program
Administrators  at  the  time  of  the  grant  of  a  Deferral Option, if a Plan
Participant  under the Deferral Option Plan dies while employed by, or providing
services  to, the Company or any of its subsidiaries, his or her Deferral Option
shall  expire  six months after the date of death unless by its terms it expires
sooner;  provided,  however,  that the Program Administrators may, in their sole
and  absolute  discretion,  allow  the  Deferral  Option to be exercised (to the
extent  exercisable  on the date of death) at any time within one year after the
date  of  death, under the Deferral Option Agreement or the Deferral Option Plan
otherwise  provides  for  earlier  termination. During this six-month or shorter
period,  the  Deferral  Option  may  be exercised, to the extent that it remains
unexercised  on  the  date of death, by the person or persons to whom the a Plan
Participant's rights under the Deferral Option shall pass by will or by the laws
of descent and distribution, but only to the extent that the Plan Participant is
entitled  to  exercise  the  Deferral  at  the  date  of  death.

<PAGE>

                           e-NET  FINANCIAL  CORPORATION
                      STOCK  DEFERRAL  OPTION  PLAN  AGREEMENT

                                (GRANT  OF  OPTION)


Date  of  Grant:  ____________________,  ____


       THIS  GRANT,  dated as of the date of grant first stated above (the "Date
of  Grant")  , is delivered by e-Net Financial Corporation, a Nevada corporation
(the "Company"), to ____________________ (the "Optionee"), who is an employee of
the  Company  or  one  of its subsidiaries (the Optionee's employer is sometimes
referred  to  herein  as  the  "Employer").

       WHEREAS,  the  Board  of  Directors  of the Company (the "Board") on July
6,1999  adopted,  with  subsequent  stockholder  approval,  the  e-Net Financial
Corporation,  Stock  Deferral  Plan  (the  "Plan");

       WHEREAS,  the Plan provides for the granting of deferral stock options by
the  Board  or  Program  Administrators  to  employees  of  the  Company  or any
subsidiary  of  the  Company  to  purchase,  or  to exercise certain rights with
respect  to,  shares  of  the  Common  Stock  of  the Company, no par value (the
"Stock"),  in  accordance  with  the  terms  and  provisions  thereof;  and

       WHEREAS,  the  Program  Administrators  consider  the  Optionee  to  be a

person who is eligible for a grant of deferred stock options under the Plan, and
have  determined  that  it would be in the best interest of the Company to grant
the  deferred  stock  options  documented  herein.

       NOW, THEREFORE, the parties hereto, intending to be legally bound hereby,
agree  as  follows:

1.     Grant  of  Option.

       Subject  to  the terms and conditions hereinafter set forth, the Company,
with  the  approval  and  at the direction of the Program Administrators, hereby
grants  to the Optionee, as of the Date of Grant, an option to purchase a number
of  shares  (not  to  exceed 1/3 of total quarterly income earned) of Stock at a
price  of  $1.00  per  share,  on  the date of Grant. Such option is hereinafter
referred to as the "Option" and the shares of stock purchasable upon exercise of
the  Option  are  hereinafter  sometimes  referred  to  as  the "Option Shares."

2.     Installment  Exercise.

       Subject  to  such  further limitations as are provided herein, the Option
shall  become  exercisable in Quarterly installments, on the first day following
the close of the prior calendar quarter, the Optionee having the right hereunder
to  purchase  from  the  Company  a number of Option Shares upon exercise of the
Option,  in  proportion  to  the deferred compensation subject to the employee's
exercise  of  option.

3.     Termination  of  Option.

       (a)  Subject  to  the  other provisions of this Grant, the Option and all
rights  hereunder with respect thereto, to the extent such rights shall not have
been exercised, shall terminate and become null and void after the expiration of
five  years  from  the  Date  of  Grant  (the  "Option  Term").

       (b)  Notwithstanding anything else to the contrary contained herein, upon
the  occurrence  of  the  Optionee  ceasing for any reason to be employed by the
Employer  (such  occurrence being a "termination of the Optionee's employment"),
the  Option,  to the extent not previously exercised, shall terminate and become
null  and void within thirty (30) days after the date of such termination of the
Optionee's  employment,  except  (1)  in  the event employment is terminated for
cause  as  defined  by  applicable  law,  in  which case Optionee's Option shall
terminate  and  become  null  and  void  immediately  or (2) in a case where the
Program  Administrators  may  otherwise  determine  in  their  sole and absolute
discretion  for  up to ninety (90) days following the termination of employment.
Upon  a  termination  of  the  Optionee's  employment by reason of disability or
death,  the  Option may be exercised, but only to the extent that the Option was
outstanding  and  exercisable  on  such  date  of  disability  or death, up to a
six-month  period  following  the  date  of  such  termination of the Optionee's
employment,  unless  extended  for  a  period of up to one year, at the sole and
absolute  discretion  of  the  Program  Administrators.

<PAGE>

       (c)  In  the  event  of  the  death  of  the  Optionee, the Option may be
exercised  by  the  Optionee's legal representative, but only to the extent that
the  option  would  otherwise  have  been  exercisable  by  the  Optionee.

       (d)  A  transfer of the Optionee's employment between the Company and any
subsidiary of the Company, or between any subsidiaries of the Company, shall not
be  deemed  to  be  a  termination  of  the  Optionee's  employment.

4.     Exercise  of  Option.

       (a)  The Optionee may exercise the option with respect to all or any part
of  the  number  of  Option  Shares  then  exercisable  hereunder  by giving the
Secretary  of  the  Company  written notice of intent to exercise. The notice of
exercise  shall specify the number of Option Shares as to which the Option is to
be  exercised  against  deferred compensation, and the date of exercise thereof.


       (b)  On  the  exercise date specified in the Optionee's notice or as soon
thereafter  as  is  practicable,  the Company shall cause to be delivered to the
Optionee,  a  certificate  or  certificates  for  the  Option  Shares then being
purchased.  The  obligation  of  the Company to deliver Stock shall, however, be
subject  to  the  condition that if at any time the Program Administrators shall
determine in their discretion that the listing, registration or qualification of
the  Option or the Option Shares upon any securities exchange or under any state
or  federal law, or the consent or approval of any governmental regulatory body,
is  necessary  or desirable as a condition of, or in connection with, the Option
or the issuance or purchase of Stock thereunder, the Option may not be exercised
in whole or in part unless such listing, registration, qualification, consent or
approval  shall  have  been  effected  or  obtained  free  of any conditions not
acceptable  to  the  Program  Administrators.

5.     Adjustment  of  and  Changes  in  Stock  of  the  Company.

       In  the  event  of  a reorganization, recapitalization, change of shares,
stock  split,  spin-off,  stock  dividend,  reclassification,  subdivision  or
combination  of  shares,  merger,  consolidation,  rights offering, or any other
change in the corporate structure or shares of capital stock of the Company, the
Program  Administrators  shall make such adjustment as may be required under the
applicable  reorganization  agreement  in the number and kind of shares of Stock
subject  to  the  Option or in the option price; provided, however, that no such
adjustment  shall give the Optionee any additional benefits under the Option. If
there  is  no  provision  for  the  treatment  of the Option under an applicable
reorganization  agreement,  the Option may terminate on a date determined by the
Program  Administrators  following  at  least  30  days  written  notice  to the
Optionee.

6.     No  Rights  of  Stockholders.

       Neither  the  Optionee nor any personal representative shall be, or shall
have  any  of  the  rights  and privileges of, a stockholder of the Company with
respect  to any shares of Stock purchasable or issuable upon the exercise of the
Option,  in  whole  or  in  part,  prior  to the date of exercise of the Option.

7.     Non-Transferability  of  Option.

       During the Optionee's lifetime, the Option hereunder shall be exercisable
only  by  the  Optionee or any guardian or legal representative of the Optionee,
and  the  Option  shall  not be transferable except, in case of the death of the
Optionee,  by will or the laws of descent and distribution, nor shall the Option
be  subject  to  attachment, execution or other similar process. In the event of
(a)  any  attempt  by  the  Optionee to alienate, assign, pledge, hypothecate or
otherwise  dispose of the option, except as provided for herein, or (b) the levy
of  any  attachment,  execution  or  similar process upon the rights or interest
hereby conferred, the Company may terminate the Option by notice to the Optionee
and  it  shall  thereupon  become  null  and  void.

<PAGE>

8.     Restriction  on  Exercise.

       The Option may not be exercised if the issuance of the Option Shares upon
such  exercise  would  constitute a violation of any applicable federal or State
securities  or  other law or valid regulation. As a condition to the exercise of
the  Option,  the Company may require the Optionee exercising the Option to make
any  representation  or  warranty  to  the  Company  as  may  be required by any
applicable  law  or  regulation  and,  specifically, may require the Optionee to
provide  evidence  satisfactory  to the Company that the Option Shares are being
acquired  only for investment purposes and without any present intention to sell
or  distribute  the  shares  in  violation of any federal or State securities or
other  law  or  valid  regulation.

7.     Employment  Not  Affected.

       The  granting  of  the  Option  or its exercise shall not be construed as
granting  to the Optionee any right with respect to continuance of employment of
the  Employer. Except as may otherwise be limited by a written agreement between
the  Employer  and  the Optionee, the right of the Employer to terminate at will
the  Optionee's employment with it at any time (whether by dismissal, discharge,
retirement  or  otherwise)  is  specifically  reserved  by  the  Company, as the
Employer  or  on  behalf  of  the  Employer  (whichever  the  case  may be), and
acknowledged  by  the  Optionee.

8.     Amendment  of  Option.

       The  Option  may be amended by the Program Administrators at any time (i)
if  the Program Administrators determine, in their sole and absolute discretion,
that  amendment  is  necessary  or  advisable in the light of any addition to or
change  in  the  Internal  Revenue  Code  of  1986  or in the regulations issued
thereunder,  or  any federal or state securities law or other law or regulation,
which  change  occurs  after  the  Date of Grant and by its terms applies to the
Option;  or  (ii)  other than in the circumstances described in clause (i), with
the  consent  of  the  Optionee.

9.     Notice.

       All  notices, requests, demands, and other communications hereunder shall
be  in  writing  and  shall  be  deemed  to  have  been  duly given if delivered
personally  or  by  certified  mail,  return  receipt  requested,  as  follows:

To  Company:     e-Net  Financial  Corporation
                 2102  Business  Center  Dr  115E
                 Irvine,  Ca  92612

To  Optionee:    ------------------------------
                 ------------------------------
                 ------------------------------
                 ------------------------------

<PAGE>

10.    Incorporation  of  Plan  by  Reference.

       The  Option  is  granted  pursuant to the terms of the Plan, the terms of
which are incorporated herein by reference, and the Option shall in all respects
be  interpreted  in  accordance  with,  and  shall  be subject to, the Plan. The
Program  Administrators  shall  interpret  and  construe  the  Plan  and  this
instrument,  and  its interpretations and determinations shall be conclusive and
binding  on  the  parties  hereto  and  any  other  person  claiming an interest
hereunder,  with  respect  to  any  issue  arising  hereunder  or  thereunder.

11.    Governing  Law.

       The  validity, construction, interpretation and effect of this instrument
shall  exclusively  be  governed by and determined in accordance with the law of
the  State of Nevada, except to the extent preempted by federal law, which shall
to  the  extent  govern.


       In  Witness  Whereof, the Company has caused its duly authorized officers
to execute this Grant of Option, and to apply the corporate seal hereto, and the
Optionee  has  placed  his  or her signature hereon, effective as of the Date of
Grant.

e-Net  Financial  Corporation
  a  Nevada  Corporation



By:
------------------------------
        Michael  Roth
        President


ACCEPTED  AND  AGREED  TO:


------------------------------
[Optionee]


By:
------------------------------
Name:

<PAGE>

                                    PART III


                        Executive Stock Bonus Option Plan
                             (Executive Bonus Plan)


       Section  1.  Terms and Conditions. The purpose of the e-Net Financial.Com
Corporation Executive Stock Bonus Option Plan (the "Executive Bonus Plan") is to
promote  the  growth  and  general  prosperity  of the Company by permitting the
Company to grant restricted shares to help attract and retain superior personnel
for  positions  of  substantial  responsibility  with  the  Company  and  its
subsidiaries  to provide individuals with an additional incentive to the success
of  the  Company.  This  plan  is  restricted  to Executives and Key Independent
Contractors  (Key  Independent  Contractor  status  shall  be  determined by the
Program  Administrators).  The terms and conditions of Performance Shares, Stock
Payment share or Bonus Shares rights granted under this Executive Bonus Plan may
differ  from  one  another  as  the  Program  Administrators  shall,  in  their
discretion,  determine  in  each  Executive  Stock  Bonus  Option Agreement (the
"Executive  Agreement").  Unless any provision herein indicates to the contrary,
this  Executive  Bonus  Plan  shall  be subject to the General Provisions of the
Program,  and  terms  used  but not defined in this Executive Stock Bonus Option
Plan shall have the meanings, if any, ascribed thereto in the General Provisions
of  the  Program.

Section 2. Duration. Each Performance Share or Stock Payment or Bonus Shares and
all  rights thereunder granted pursuant to the terms of the Executive Bonus Plan
shall  expire  on the date determined by the Program Administrators as evidenced
by  the  Executive  Agreement,  but  in no event shall any Performance Shares or
Stock  Payment  Share or Bonus Share Right expire later than five (5) years from
the  date on which the Performance Shares or Stock Payment Share or Bonus Rights
are  granted.  In addition, each Performance Share, Stock Payment or Bonus Share
shall  be  subject to early termination as provided in the Executive Bonus Plan.

Section  3.  Grant.  Subject  to  the  terms and conditions of each individually
executed  Executive  Agreement, the Program Administrators may grant Performance
Shares,  Stock  Payments  or  Bonus Share Rights as provided under the Executive
Bonus  Plan.  Each  grant  of Performance Shares, Bonus Shares or Stock Payments
shall  be  evidenced  by  a Executive Agreement, which shall state the terms and
conditions  of  each  as  the Program Administrators, in their sole and absolute
discretion,  deem  are  not  inconsistent  with the terms of the Executive Bonus
Plan.

Section 4. Performance Shares. Performance Shares shall become payable to a Plan
Participant  based  upon the achievement of specified Performance Objectives and
upon such other terms and conditions as the Program Administrators may determine
and  specify in the Executive Agreement evidencing such Performance Shares. Each
grant  shall  satisfy  the conditions for performance-based awards hereunder and
under  the  General  Provisions  of  the  Program.  A  grant may provide for the
forfeiture  of  Performance  Shares in the event of termination of employment or
other  events,  subject to exceptions for death, disability, retirement or other
events,  all  as  the  Program  Administrators  may determine and specify in the
Executive  Agreement  for  such  grant.  Payment may be made for the Performance
Shares  at  such  time  and  in  such  form  as the Program Administrators shall
determine and specify in the Executive Agreement and payment for any Performance
Shares  may  be  made in full in cash or by certified cashier's check payable to
the  order  of  the  Company  or, if permitted by the Program Administrators, by
shares  of  the  Company's Common Stock or by the surrender of all or part of an
award,  or in other property, rights or credits deemed acceptable by the Program
Administrators  or, if permitted by the Program Administrators, by a combination
of  the foregoing. If any portion of the purchase price is paid in shares of the
Company's  Common  Stock,  those  shares  shall  be tendered at eighty-five (85)
percent  of  their then Fair Market Value. Fair Market Value to be determined by
the  average  daily  low  bid of the preceding thirty days. Payment in shares of
Common  Stock  includes  the  automatic  application  of  shares of Common Stock
received  upon  the exercise or settlement of Performance Shares or other option
or  award  to  satisfy  the  exercise  or  settlement  price.

<PAGE>

Section  5.  Stock Payments. The Program Administrators may grant Stock Payments
to  a  person eligible to receive the same as a bonus or additional compensation
or  in  lieu  of  the  obligation  of  the  Company  or a subsidiary to pay cash
compensation  under the compensatory arrangements, only with the election of the
eligible  person.  A  Plan  Participant  shall  have  all  the voting, dividend,
liquidation  and  other  rights with respect to shares of Common Stock issued to
the  Plan  Participant  as  a  Stock  Payment upon the Plan Participant becoming
holder  of record of such shares of Common Stock; provided, however, the Program
Administrators  may  impose  such  restrictions on the assignment or transfer of
such shares of Common Stock as they deem appropriate and as are evidenced in the
Executive  Agreement  for  such  Stock Payment. Such shares paid to participants
hereunder,  shall  be  subject  to  any  subsequent  dividend,  split  or
re-capitalization.

Section  6.  Bonus  Rights. The Program Administrators may grant Bonus Rights in
tandem  with  the  grant of all other registered plans. A Bonus Right granted in
tandem  with  another  award  may  be  evidenced by the agreement for such other
award;  otherwise,  a  Bonus  Right  shall  be evidenced by a separate Executive
Agreement.  Payment  may  be  made  by  the  Company in cash or by shares of the
Company's Common Stock or by a combination of the foregoing, may be immediate or
deferred  and may be subject to such employment, performance objectives or other
conditions  as  the  Program  Administrators  may  determine  and specify in the
Executive  Agreement for such Bonus Rights. The total payment subject to a Bonus
Right  shall  not  exceed  Thirty  Five  percent  (35%) of the Executives or Key
Independent  Contractors'  annual  salary.

Section  7. Compliance with Securities Laws. Securities shall not be issued with
respect  to  any  award  under the Executive Bonus Plan, unless the issuance and
delivery  of  the  securities  pursuant thereto shall comply with all applicable
provisions of foreign, state and federal law, including, without limitation, the
Securities  Act  of  1933,  as  amended, and the Exchange Act, and the rules and
regulations  promulgated  thereunder, and the requirements of any stock exchange
upon  which  the  securities may then be listed, and shall be further subject to
the  approval  of  counsel  for the Company with respect to such compliance. The
Program  Administrators  may also require a Plan Participant to furnish evidence
satisfactory  to  the  Company,  including  a  written and signed representation
letter  and  consent  to  be  bound by any transfer restrictions imposed by law,
legend, condition, or otherwise, that the securities are being acquired only for
investment  purposes and without any present intention to sell or distribute the
securities  without registration in violation of any state or federal law, rule,
or regulation. Further, each Plan Participant shall consent to the imposition of
a  legend  on  the  securities subject to his or her award and the imposition of
stop-transfer  instructions restricting their transferability as required by law
or  by  this  Section  7.

<PAGE>

Section  8. Continued Employment or Service. Each Plan Participant, if requested
by the Program Administrators, must agree in writing as a condition of receiving
his  or her award, to remain in the employment of, or service to, the Company or
any  of  its subsidiaries following the date of the granting of that award for a
period  specified by the Program Administrators. Nothing in this Executive Bonus
Plan  in  any award granted hereunder shall confer upon any Plan Participant any
right  to  continued  employment  by,  or  service to, the Company or any of its
subsidiaries,  or limit in any way the right of the Company or any subsidiary at
any  time  to  terminate  or  alter  the  terms  of  that  employment or service
arrangement.

Section  9.  Rights  Upon  Termination  of  Employment  or  Service.  If  a Plan
Participant under this Executive Bonus Plan ceases to be employed by, or provide
service  to,  the  Company  or any of its subsidiaries for any reason his or her
award  shall  immediately  terminate.

<PAGE>

                          E-NET  FINANCIAL.COM  CORPORATION

                   EXECUTIVE  STOCK  BONUS  OPTION  PLAN  AGREEMENT
                       (Executive  Agreement)

(GRANT  OF  BONUS  OPTION)


Date  of  Grant:  ____________________,  ____


THIS  GRANT,  dated  as  of  the  date of grant first stated above (the "Date of
Grant")  , is delivered by e-Net Financial.Com Corporation, a Nevada corporation
(the  "Company"),  to ____________________ (the "Optionee"), who is an Executive
or  Key  Independent  Contractor  of the Company or one of its subsidiaries (the
Optionee's  employer  is  sometimes  referred  to  herein  as  the  "Employer").

WHEREAS, the Board of Directors of the Company (the "Board") on February 15,2000
adopted  the  e-Net Financial.Com Corporation, Executive Stock Bonus Option Plan
(the  "  Executive  Bonus  Plan");

WHEREAS,  the  Executive  Bonus  Plan  provides  for the granting of Bonus stock
options  by  the Board or Program Administrators to employees or key Independent
Contractors  of the Company or any subsidiary of the Company to exercise certain
rights  with respect to, shares of the Common Stock of the Company, no par value
(the  "Stock"),  in  accordance  with  the  terms  and  provisions  thereof; and

WHEREAS,  the Program Administrators consider the Optionee to be a person who is
eligible  for a grant of bonus stock options under the Executive Bonus Plan, and
have  determined  that  it would be in the best interest of the Company to grant
the  bonus  stock  options  documented  herein.

NOW,  THEREFORE, the parties hereto, intending to be legally bound hereby, agree
as  follows:

1.     Grant  of  Option.

Subject to the terms and conditions hereinafter set forth, the Company, with the
approval  and  at  the direction of the Program Administrators, hereby grants to
the  Optionee,  as of the Date of Grant, an option to receive a number of shares
(not  to  exceed 35% of total annual income earned) of Stock at a price of $1.00
per  share,  on the date of Grant. Such option is hereinafter referred to as the
"Option"  and the amount of shares of stock shall be determined by the Executive
Bonus  Plan  administrators  base  on  the  annual  performance  of the Optionee
hereinafter  sometimes  referred  to  as  the  "Bonus  Shares."

<PAGE>

3.     Termination  of  Option.

(a)  Subject  to  the  other provisions of this Grant, the Option and all rights
hereunder  with  respect  thereto, to the extent such rights shall not have been
exercised, shall terminate and become null and void after the expiration of five
years  from  the  Date  of  Grant  (the  "Option  Term").

(b)  Notwithstanding  anything  else  to the contrary contained herein, upon the
occurrence of the Optionee ceasing for any reason to be employed by the Employer
(such  occurrence  being  a  "termination  of  the  Optionee's employment"), the
Option,  to the extent not previously exercised, shall terminate and become null
and  void  within  thirty  (30)  days  after the date of such termination of the
Optionee's  employment,  except  (1)  in  the event employment is terminated for
cause  as  defined  by  applicable  law,  in  which case Optionee's Option shall
terminate  and  become  null  and  void  immediately  or (2) in a case where the
Program  Administrators  may  otherwise  determine  in  their  sole and absolute
discretion  for  up to ninety (90) days following the termination of employment.
Upon  a  termination  of  the  Optionee's  employment by reason of disability or
death,  the  Option  may  be  exercised.

4.     Exercise  of  Option.

(a)  The Optionee may exercise the option with respect to all or any part of the
number  of  Option  Shares then exercisable hereunder by giving the Secretary of
the  Company  written notice of intent to exercise. The notice of exercise shall
specify  the  number  of Option Shares as to which the Option is to be exercised
against  bonus  compensation,  and  the  date  of  exercise  thereof.

(b)  On  the  exercise  date  specified  in  the  Optionee's  notice  or as soon
thereafter  as  is  practicable,  the Company shall cause to be delivered to the
Optionee,  a  certificate  or  certificates  for  the  Option  Shares then being
purchased.  The  obligation  of  the Company to deliver Stock shall, however, be
subject  to  the  condition that if at any time the Program Administrators shall
determine in their discretion that the listing, registration or qualification of
the  Option or the Option Shares upon any securities exchange or under any state
or  federal law, or the consent or approval of any governmental regulatory body,
is  necessary  or desirable as a condition of, or in connection with, the Option
or the issuance or purchase of Stock thereunder, the Option may not be exercised
in whole or in part unless such listing, registration, qualification, consent or
approval  shall  have  been  effected  or  obtained  free  of any conditions not
acceptable  to  the  Program  Administrators.

5.     Adjustment  of  and  Changes  in  Stock  of  the  Company.

In  the  event  of  a  reorganization, recapitalization, change of shares, stock
split, spin-off, stock dividend, reclassification, subdivision or combination of
shares,  merger,  consolidation,  rights  offering,  or  any other change in the
corporate  structure  or  shares  of  capital  stock of the Company, the Program
Administrators  shall  make  such  adjustment  as  may  be  required  under  the
applicable  reorganization  agreement  in the number and kind of shares of Stock
subject  to  the  Option or in the option price; provided, however, that no such
adjustment  shall  give  the  Optionee  any additional benefits under the Option
prior  to  the  issuance  of shares thereunder. If there is no provision for the
treatment of the Option under an applicable reorganization agreement, the Option
may  terminate  on  a date determined by the Program Administrators following at
least  30  days  written  notice  to  the  Optionee.

6.     No  Rights  of  Stockholders.

Neither the Optionee nor any personal representative shall be, or shall have any
of  the  rights  and privileges of, a stockholder of the Company with respect to
any  shares of Stock purchasable or issuable upon the exercise of the Option, in
whole  or  in  part,  prior  to  the  date  of  exercise  of  the  Option.

<PAGE>

7.     Non-Transferability  of  Option.

During  the  Optionee's lifetime, the Option hereunder shall be exercisable only
by the Optionee or any guardian or legal representative of the Optionee, and the
Option  shall  not be transferable except, in case of the death of the Optionee,
by will or the laws of descent and distribution, nor shall the Option be subject
to  attachment,  execution  or  other  similar  process. In the event of (a) any
attempt  by  the  Optionee to alienate, assign, pledge, hypothecate or otherwise
dispose  of  the  option,  except as provided for herein, or (b) the levy of any
attachment,  execution  or  similar  process  upon the rights or interest hereby
conferred, the Company may terminate the Option by notice to the Optionee and it
shall  thereupon  become  null  and  void.

8.     Restriction  on  Exercise.

The  Option  may not be exercised if the issuance of the Option Shares upon such
exercise  would  constitute  a  violation  of  any  applicable  federal or State
securities  or  other law or valid regulation. As a condition to the exercise of
the  Option,  the Company may require the Optionee exercising the Option to make
any  representation  or  warranty  to  the  Company  as  may  be required by any
applicable  law  or  regulation  and,  specifically, may require the Optionee to
provide  evidence  satisfactory  to the Company that the Option Shares are being
acquired  only for investment purposes and without any present intention to sell
or  distribute  the  shares  without registration in violation of any federal or
State  securities  or  other  law  or  valid  regulation.

9.     Employment  Not  Affected.

The granting of the Option or its exercise shall not be construed as granting to
the  Optionee  any  right  with  respect  to  continuance  of  employment of the
Employer.  Except as may otherwise be limited by a written agreement between the
Employer  and  the  Optionee, the right of the Employer to terminate at will the
Optionee's  employment  with  it  at  any time (whether by dismissal, discharge,
retirement  or  otherwise)  is  specifically  reserved  by  the  Company, as the
Employer  or  on  behalf  of  the  Employer  (whichever  the  case  may be), and
acknowledged  by  the  Optionee.

10.    Amendment  of  Option.

The  Option  may be amended by the Program Administrators at any time (i) if the
Program  Administrators  determine,  in their sole and absolute discretion, that
amendment is necessary or advisable in the light of any addition to or change in
the  Internal  Revenue  Code of 1986 or in the regulations issued thereunder, or
any  federal  or  state  securities law or other law or regulation, which change
occurs  after  the Date of Grant and by its terms applies to the Option; or (ii)
other than in the circumstances described in clause (i), with the consent of the
Optionee.

11.    Notice.

All  notices,  requests, demands, and other communications hereunder shall be in
writing  and  shall be deemed to have been duly given if delivered personally or
by  certified  mail,  return  receipt  requested,  as  follows:

To  Company:        e-Net  Financial.Com  Corporation
                    2102  Business  Center  Dr  115E
                    Irvine,  Ca  92612

To  Optionee:
                   ------------------------------
                   ------------------------------
                   ------------------------------

<PAGE>

12.    Incorporation  of  Executive  Stock  Option  Bonus  Plan  by  Reference.

The  Option  is  granted  pursuant to the terms of the Executive Bonus Plan, the
terms of which are incorporated herein by reference, and the Option shall in all
respects  be  interpreted  in  accordance  with,  and  shall  be subject to, the
Executive  Bonus  Plan.  The Program Administrators shall interpret and construe
the  Executive  Bonus  Plan  and  this  instrument,  and its interpretations and
determinations  shall  be  conclusive  and binding on the parties hereto and any
other  person  claiming an interest hereunder, with respect to any issue arising
hereunder  or  thereunder.

13.    Governing  Law.

The  validity,  construction, interpretation and effect of this instrument shall
exclusively  be  governed  by  and  determined in accordance with the law of the
State  of  Nevada, except to the extent preempted by federal law, which shall to
the  extent  govern.


In  Witness  Whereof,  the  Company  has  caused its duly authorized officers to
execute  this  Executive  Stock  Bonus  Option  Plan Agreement, and to apply the
corporate  seal hereto, and the Optionee has placed his or her signature hereon,
effective  as  of  the  Date  of  Grant.

This  agreement  may  be  executed  in  counterpart.

e-Net  Financial.Com  Corporation
a  Nevada  Corporation


By:
----------------------------------------
Michael  Roth  -President


ACCEPTED  AND  AGREED  TO:


----------------------------------------
[Optionee]

<PAGE>

                                     PART IV


                         E-NET  FINANCIAL.COM  CORPORATION
                             STOCK  COMPENSATION  PLAN


Section  1.  Terms  and  Conditions.  The  purpose  of  the  e-Net Financial.Com
Corporation  Stock Compensation Plan (the "Compensation Plan") is to promote the
growth  and general prosperity of the Company by permitting the Company to grant
restricted shares to compensate personnel for work performed for the Company and
its  subsidiaries.  This  plan  is  restricted to Employees, Executives, and Key
Independent  Contractors  (Key Independent Contractor status shall be determined
by the Program Administrators). The terms and conditions of Compensation Shares,
or  Compensation  Shares  rights granted under this Compensation Plan may differ
from  one  another  as  the  Program  Administrators shall, in their discretion,
determine  in  each  Compensation  Stock  Option  Agreement  (the  "Compensation
Agreement").  Unless  any  provision  herein  indicates  to  the  contrary, this
Compensation Plan shall be subject to the General Provisions of the Program, and
terms used but not defined in this Compensation Stock Option Plan shall have the
meanings,  if  any,  ascribed  thereto in the General Provisions of the Program.


Section  2.  Grant.  Subject  to  the  terms and conditions of each individually
executed  Compensation  Agreement,  the  Program  Administrators  may  grant
Compensation  Shares,  as  provided  under  the Compensation Plan. Each grant of
Compensation  Shares shall be evidenced by a Compensation Agreement, which shall
state  the  terms and conditions of each as the Program Administrators, in their
sole  and  absolute  discretion, deem are not inconsistent with the terms of the
Compensation  Bonus  Plan.


Section  3.  Compensation  Shares. Compensation Shares shall become payable to a
Plan  Participant based upon the completion of specified projects and duties and
upon such other terms and conditions as the Program Administrators may determine
and  specify  in  the  Compensation Agreement evidencing such Compensation. Each
grant  shall  satisfy the conditions for compensation-based awards hereunder and
under  the  General  Provisions  of  the  Program.  A  grant may provide for the
forfeiture  of  Compensation Shares in the event of termination of employment or
other  events,  subject to exceptions for death, disability, retirement or other
events,  all  as  the  Program  Administrators  may determine and specify in the
Compensation  Agreement  for  such  grant.

Section 4 Stock Payments. The Program Administrators may grant Stock Payments to
a person eligible to receive the same as compensation or additional compensation
or  in  lieu  of  the  obligation  of  the  Company  or a subsidiary to pay cash
compensation  under the compensatory arrangements, only with the election of the
eligible  person.  A  Plan  Participant  shall  have  all  the voting, dividend,
liquidation  and  other  rights with respect to shares of Common Stock issued to
the  Plan  Participant  as  a  Stock  Payment upon the Plan Participant becoming
holder  of record of such shares of Common Stock; provided, however, the Program
Administrators  may  impose  such  restrictions on the assignment or transfer of
such shares of Common Stock as they deem appropriate and as are evidenced in the
Compensation  Agreement for such Stock Payment. Such shares paid to participants
hereunder,  shall  be  subject  to  any  subsequent  dividend,  split  or
re-capitalization.

<PAGE>

Section  5.  Bonus  Rights. The Program Administrators may grant Bonus Rights in
tandem  with  the  grant of all other registered plans. A Bonus Right granted in
tandem  with  another  award  may  be  evidenced by the agreement for such other
award;  otherwise,  a  Bonus Right shall be evidenced by a separate Compensation
Agreement.  Payment  may  be  made  by  the  Company in cash or by shares of the
Company's Common Stock or by a combination of the foregoing, may be immediate or
deferred  and may be subject to such employment, performance objectives or other
conditions  as  the  Program  Administrators  may  determine  and specify in the
Compensation  Agreement  for  such  Bonus Rights. The total payment subject to a
Bonus  Right  shall  not  exceed  Thirty  Five  percent  (35%) of the Employees,
Executives,  or  Key  Independent  Contractors'  annual  compensation.

Section  6. Compliance with Securities Laws. Securities shall not be issued with
respect  to  any  award  under  the  Compensation  Plan, unless the issuance and
delivery  of  the  securities  pursuant thereto shall comply with all applicable
provisions of foreign, state and federal law, including, without limitation, the
Securities  Act  of  1933,  as  amended, and the Exchange Act, and the rules and
regulations  promulgated  thereunder, and the requirements of any stock exchange
upon  which  the  securities may then be listed, and shall be further subject to
the  approval  of  counsel  for  the  Company  with  respect to such compliance.

Section 7. Continued Employment or Service. Nothing in this Compensation Plan in
any  award granted hereunder shall confer upon any Plan Participant any right to
continued  employment by, or service to, the Company or any of its subsidiaries,
or  limit  in  any way the right of the Company or any subsidiary at any time to
terminate  or  alter  the  terms  of  that  employment  or  service arrangement.

<PAGE>

                E-NET  FINANCIAL.COM  CORPORATION

                  COMPENSATION  PLAN  AGREEMENT
                    (Compensation  Agreement)

(GRANT  OF  COMPENSATION  OPTION)


Date  of  Grant:  ____________________,  ____


THIS  GRANT,  dated  as  of  the  date of grant first stated above (the "Date of
Grant")  , is delivered by e-Net Financial.Com Corporation, a Nevada corporation
(the  "Company"),  to  ____________________ (the "Grantee"), who is an Employee,
Executive  or  Key  Independent  Contractor  of  the  Company  or  one  of  its
subsidiaries  (the  Grantee's  employer  is  sometimes referred to herein as the
"Employer").

WHEREAS,  the  Board  of  Directors of the Company (the "Board") on November 11,
2000  adopted  the  e-Net  Financial.Com  Corporation,  Compensation  Plan
(the  "Compensation  Plan");

WHEREAS,  the  Executive  Bonus  Plan  provides for the granting of Compensation
Stock  by  the  Board  or Program Administrators to employees or key Independent
Contractors  of the Company or any subsidiary of the Company to exercise certain
rights  with respect to, shares of the Common Stock of the Company, no par value
(the  "Stock"),  in  accordance  with  the  terms  and  provisions  thereof; and

WHEREAS,  the  Program Administrators consider the Grantee to be a person who is
eligible for a grant of Compensation stock under the Compensation Plan, and have
determined  that  it  would  be in the best interest of the Company to grant the
Compensation  stock  documented  herein.

NOW,  THEREFORE, the parties hereto, intending to be legally bound hereby, agree
as  follows:

1.     Grant  of  Stock.

Subject to the terms and conditions hereinafter set forth, the Company, with the
approval  and  at  the direction of the Program Administrators, hereby grants to
the  Grantee,  as  of the Date of Grant, __________Shares of e-Net Financial.Com
Corporation  common  shares  as  "  Compensation  Shares."

2.     Employment  Not  Affected.

The  granting  of  the Compensation Shares shall not be construed as granting to
the Grantee any right with respect to continuance of employment of the Employer.
Except  as  may otherwise be limited by a written agreement between the Employer
and  the  Grantee,  the right of the Employer to terminate at will the Grantee's
employment  with  it at any time (whether by dismissal, discharge, retirement or
otherwise) is specifically reserved by the Company, as the Employer or on behalf
of  the  Employer  (whichever the case may be), and acknowledged by the Grantee

3.     Notice.

All  notices,  requests, demands, and other communications hereunder shall be in
writing  and  shall be deemed to have been duly given if delivered personally or
by  certified  mail,  return  receipt  requested,  as  follows:

To  Company:     e-Net  Financial.Com  Corporation
                3200  Bristol  Street,  Suite  710
                Costa  Mesa,  Ca  92626

To  Grantee:
                ------------------------------
                ------------------------------
                ------------------------------

<PAGE>

4.     Incorporation  of  Compensation  Plan  by  Reference.

The  Stock  is granted pursuant to the terms of the Compensation Plan, the terms
of  which  are  incorporated  herein  by  reference,  and the Grant shall in all
respects  be  interpreted  in  accordance  with,  and  shall  be subject to, the
Compensation  Plan.  The Program Administrators shall interpret and construe the
Compensation  Plan  and  this  instrument,  and  its  interpretations  and
determinations  shall  be  conclusive  and binding on the parties hereto and any
other  person  claiming an interest hereunder, with respect to any issue arising
hereunder  or  thereunder.

5.     Governing  Law.

The  validity,  construction, interpretation and effect of this instrument shall
exclusively  be  governed  by  and  determined in accordance with the law of the
State  of  Nevada, except to the extent preempted by federal law, which shall to
the  extent  govern.


In  Witness  Whereof,  the  Company  has  caused its duly authorized officers to
execute  this  Compensation  Plan  Agreement,  and  to  apply the corporate seal
hereto,  and the Grantee has placed his or her signature hereon, effective as of
the  Date  of  Grant.

This  agreement  may  be  executed  in  counterpart.

e-Net  Financial.Com  Corporation
a  Nevada  Corporation


By:
----------------------------------------
Vincent  Rinehart


ACCEPTED  AND  AGREED  TO:


----------------------------------------
[Grantee]

<PAGE>