THE SECURITIES REPRESENTED BY THIS CERTIFICATE
                  HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
                 ACT OF 1933 AS AMENDED (THE "SECURITIES ACT"),
                    AND HAVE BEEN SOLD IN RELIANCE ON CERTAIN
                    EXEMPTIONS FROM REGISTRATION PROVIDED BY
                     REGULATION D UNDER THE SECURITIES ACT.



                   REDEEMABLE CONVERTIBLE  10% PROMISSORY NOTE

                              DUE DECEMBER 15, 2002


June  28,  2001                                         Costa  Mesa,  California

     e-Net  Financial.Com  Corporation, a Nevada corporation (hereinafter called
the  "Issuer"),  for  value  received,  hereby promises to pay to the Holder, as
defined  below,  on  December  15,  2002  (the  "Maturity Date"), in immediately
available  funds  in  the initial principal amount of One Hundred Three Thousand
Four  Hundred  Four and no/100 Dollars ($103,404.00), and to pay interest on the
principal  sum outstanding at the rate of ten percent (10%) per annum (the "Note
Interest  Rate"),  payable upon maturity or any earlier conversion of this Note.

     Accrual  of  interest  shall commence on the date hereof and shall continue
until  payment  in  full  of the outstanding principal sum has been made or duly
provided  for.  The interest so payable will be paid to the person in whose name
this  Note is registered on the records of the Issuer regarding registration and
transfers  of  Notes  (the  "Note  Register").

     The principal of, and interest on, this Note are payable in legal tender of
the  United  States  of  America.

     Unless  this  Note  is earlier redeemed or converted in accordance with its
terms,  the  Issuer  will  pay  the outstanding principal of and all accrued and
unpaid  interest  due  upon  this  Note  on  the Maturity Date, less any amounts
required by law to be deducted or withheld, to the Holder of record of this Note
as  of  the  tenth  (10th)  day prior to the Maturity Date and addressed to such
Holder  at  the  last  address  appearing  on  the  Note  Register.


                                    ARTICLE I
                                   DEFINITIONS

     The  capitalized terms used in this Note shall have the respective meanings
specified  in  the  Annex  I,  Annex  of  Defined  Terms.

<PAGE>

                                   ARTICLE II
                             EXCHANGES AND TRANSFER

     Section  2.1     Exchange and Registration of Transfer of Note.  The Holder
may,  at its option, surrender this Note at the office of the Issuer and receive
in  exchange  therefor a Note or Notes, each in the denomination of Ten Thousand
Dollars  ($10,000.00)  or  an  integral  multiple of $10,000.00 or any amount in
excess  thereof,  but not more than one Note in any lesser amount, each dated of
the  date  of  this  Note,  and payable to the Holder, or subject to Section 4.2
hereof,  payable to such other Person, as may be designated by such Holder.  The
aggregate  principal  amount  of such Note or Notes exchanged in accordance with
Section 2.1 shall equal the aggregate unpaid principal amount of this Note as of
the  date  of  such  surrender; provided, however, that upon such exchange there
shall  be  filed with the Issuer the name and address for all purposes hereof of
the  Holder  of  the  Note or Notes delivered in such exchange.  This Note, when
presented  for registration of transfer or for exchange or conversion, shall (if
so  required  by the Issuer) be duly endorsed by, or be accompanied by a written
instrument  of  transfer  in  form  reasonably  satisfactory  to the Issuer duly
executed  by,  the  Holder  duly  authorized  in  writing.

     Section 2.2     Loss, Theft; Destruction of Note.  Upon receipt of evidence
satisfactory to the Issuer of the loss, theft, destruction or mutilation of this
Note  and,  in  the case of any such loss, theft or destruction, upon receipt of
indemnity  or security reasonably satisfactory to the Issuer, or, in the case of
any  such  mutilation,  upon surrender and cancellation of this Note, the Issuer
will  make  and  deliver,  in  lieu of such lost, stolen, destroyed or mutilated
Note,  a new Note of like tenor and unpaid principal amount dated as of the date
hereof.  This  Note  shall be held and owned upon the express condition that the
provisions  of this Section 2.2 are exclusive with respect to the replacement of
a mutilated, destroyed, lost or stolen Note and the Issuer shall have no further
responsibility  whatsoever  with  respect  to the mutilated , destroyed, lost or
stolen Note, notwithstanding any law or statute existing or hereafter enacted to
the contrary with respect to the replacement of a negotiable instrument or other
securities  without  their  surrender.

     Section  2.3     Absolute  Owner.  The  Issuer may deem the person in whose
name  this Note shall be registered upon the registry books of the issuer to be,
and  may  treat it as, the absolute owner of this Note (whether or not this Note
shall  be  overdue) for the purpose of receiving payment of or on account of the
principal  of  this  Note,  for  the  Conversion  of this Note and for all other
purposes,  and  the  Issuer shall not be affected by any notice to the contrary,
unless  such notice is accompanied by surrender of this Note.  All such payments
and  such  conversion  shall be valid and effective to satisfy and discharge the
liability  upon  this  Note  to  the  extent  of  the sum or sums so paid or the
conversion  so  made.

<PAGE>

                                   ARTICLE III
                               CONVERSION OF NOTE

     Section  3.1     Optional  Conversion;  Conversion Price.  At the option of
the Holder, at any time from time to time after the expiration of the Restricted
Period  until  this  Note is paid in full, this Note may be converted, either in
whole  or  in part up to the principal amount hereof (or in case some portion of
this  Note  shall be converted prior to such date, then that the portion that is
not  so  converted),  together  with  interest  accrued  thereon to the relevant
Conversion  Date,  into  Common  Stock  of  the  Issuer  (calculated  as to each
conversion  to  the  nearest  1/100th  of  a share), at the conversion price the
("Conversion  Price"), equal to the volume-weighted trading average price during
the  ten (10) consecutive Trading Days immediately preceding the Conversion Date
(the  "Valuation Period"); provided, however, that, in lieu of issuing either or
both  of  the  Conversion  Shares or Interest Shares, the Issuer may redeem such
portion of the principal or interest of this Note in respect of which Conversion
has  been  requested.


     Section  3.2     Exercise  of  Conversion  Privilege.

     (a)     In  order  to exercise the conversion privilege, either in whole or
in  part,  the  Holder  shall  surrender  this  Note  to the Issuer during usual
business  hours  at  its  principal  office and shall give written notice to the
Issuer in the form attached hereto in Annex II (the "Conversion Notice") at said
office  that  the  Holder  elects  to  convert  this  Note.

     (b)     The  Conversion  Notice shall specify whether the Holder desires to
receive  its  interest  accumulated  to date in cash or Interest Shares.  If the
holder elects to receive Interest Shares, the number of Shares issuable shall be
calculated  at  the  same  Conversion  Price  applicable  to  any  conversion of
principal  of  this  Note.

     (c)     As  promptly  as  practicable  upon  the  receipt of any Conversion
Notice,  and surrender of this Note, the Issuer shall convert the Note and issue
the  Common  Stock.  The  Issuer  shall (i) issue the Common Stock issuable upon
such  conversion  in  accordance with the provisions of this Article 3, and (ii)
deliver  or  direct  its  transfer agent to deliver by overnight delivery to the
Holder a certificate or certificates representing the number of shares of Common
Stock  to  which  the  Holder  is  entitled  by  virtue  of  such  conversion.

     (d)     The  Conversion  Notice shall also state the name (with address) of
the  person who is to become the holder of the Common Stock issued at conversion
in  connection  with  such conversion.  Upon surrender for conversion, this Note
shall  be  accompanied  by a proper assignment hereof to the Issuer or in blank.

     (e)     Such  conversion  shall be deemed to have been effected at the time
at  which  the Conversion Notice indicates, so long as this Note shall have been
surrendered  as aforesaid at such time and at such time the rights of the Holder
as  holder  of  this Note shall cease and the person or persons in whose name or
names  the  Common  Stock  issued  at  conversion  shall  be  issuable upon such
conversion shall be deemed to have become the holder or holders of record of the
Common  Stock  represented  thereby.

<PAGE>

     (f)     The  Conversion  Notice  shall  constitute  a  contract between the
Holder  and  the Issuer, whereby the Holder shall be deemed to subscribe for the
number  of  shares of Common Stock that it will be entitled to receive upon such
conversion  and  in  payment  and satisfaction of such subscription (and for any
cash  adjustment  to which it is entitled pursuant to Section 3.3), to surrender
this  Note  and  to  release  the  Issuer  from  all  liabilities  thereon.

     Section  3.3     Fractional Shares.  No fractional share of Common Stock of
the  Issuer  or  scrip representing fractional Common Stock shall be issued upon
conversion  of  this  Note.  Instead  of any fractional Common Stock which would
otherwise  be issuable upon conversion of this Note, the Issuer shall pay a cash
adjustment  in respect of such fraction in an amount equal to the same fraction.
No  cash  payment  of  less  than  $1.00  shall  be  required.


                                   ARTICLE IV
                                   REDEMPTION

     Section  4.1     Redemption.  The Note being issued hereunder is subject to
redemption  by  the Issuer in whole or in part at any time or from time to time,
but  not  later  than  the  Maturity  Date, unless earlier converted or redeemed
pursuant  to  Section 3.1, above.  The redemption price payable in cash shall be
par  value  of this Note, or such pro rata amount as is then being redeemed, and
all  interest  accrued  thereon  to  the  date  of  redemption.


                                    ARTICLE V
                        STATUS; RESTRICTIONS ON TRANSFER

     Section  5.1     Status  of  Note.  This  Note  is  a  direct,  general and
unconditional  obligation  of  the  Issuer  ranking  pari  passu  with all other
unsecured  indebtedness  of the Issuer, enforceable in accordance with its terms
subject,  as to enforcement, to bankruptcy, insolvency, reorganization and other
similar laws of general applicability relating to or affecting creditors' rights
and  to  general  principles  of  equity.

     Section  5.2     Restrictions on Transfer.  This Note, and any Common Stock
of  the  Issuer issued according to the terms hereof, have not been and will not
be  registered  under the Securities Act.  This Note may not be offered or sold,
directly  or  indirectly,  assigned, transferred, hypothecated or pledged in the
absence  of  an effected registration statement under the Securities Act, or the
opinion  of  counsel  to  the  Issuer  that  such  transaction  is  exempt  from
registration  under  the  Securities  Act.


                                   ARTICLE VI
                                    COVENANTS

     The  Issuer  covenants  and  agrees  that  so  long  as  this Note shall be
outstanding:

     Section  6.1     Conversion.  The  Issuer  will  punctually issue shares of
Common  Stock  at  conversion, according to the terms hereof and of the Purchase
Agreement.

<PAGE>

     Section  6.2     Notice  of Default.  If any one or more events occur which
constitute  or  with  the  giving  of notice or the lapse of time or both, would
constitute  an  Event  of  Default or if the Holder shall demand the issuance of
Common  Stock or take any other action permitted upon the occurrence of any such
Event  of  Default,  the  Issuer  will  forthwith  give  notice  to  the Holder,
specifying  the  nature  and status of the Event of Default or other event or of
such  demand  or  action,  as  the  case  may  be.

     Section  6.3     Preservation  of  Existence.  The Issuer will preserve and
maintain  its existence, rights, franchises and privileges that are not material
to  both (i) the performance of its obligations under this Note and the Purchase
Agreement;  and  (ii) the conduct of its business as presently or proposed to be
conducted.

     Section  6.4     Compliance  with  Laws.  The  Issuer  will  comply  in all
material  respects  with all applicable laws, ordinances, rules, regulations and
requirements  of  governmental  authorities  except  where  the  necessity  of
compliance  therewith  is  contested  in  good faith by appropriate proceedings.

     Section 6.7     Inspection of Property, Books and Records.  The Issuer will
keep  proper books of record and account in which full, true and correct entries
shall  be  made of all dealings and transactions in relation to its business and
activities and will permit representatives of the Holder at the Holder's expense
to  visit  and  inspect  any  of  its respective properties, to examine and make
abstracts  from  any  of  its  respective  books  and records and to discuss its
respective  affairs,  finances  and  accounts  with  its  respective  officers,
employees  and  independent public accountants, all at such reasonable times and
as  often  as  may  reasonably  be  desired.


                                   ARTICLE VII
                           EVENTS OF DEFAULT; REMEDIES

     Section 7.1     Events of Default.  "Event of Default" wherever used herein
means  any  of  the  following  events:

     (a)     default  in  the  due  and  punctual  payment  of the principal of,
interest  on,  this  Note when and as the same shall become due and payable, and
continuance  of  such  default  for  a  period  of thirty (30) calendar days; or

     (b)     the  Issuer  shall  fail  to  perform,  or  observe  any  covenant,
agreement  or  obligation of the Issuer in this Note and the continuance of such
default for a period of forty-five (45) calendar days after there has been given
to the Issuer by a Holder a written notice specifying such default and requiring
it  to  be  remedied;  or

     (c)     the  entry  of  a decree or order by a court having jurisdiction in
the  premises  adjudging  the  Issuer  a  bankrupt or insolvent, or approving as
properly  filed  a  petition  seeking reorganization, arrangement, adjustment or
composition  of  or  in  respect  of the Issuer under the Bankruptcy Code or any
other  Federal  or  State  law,  or appointing a receiver, liquidator, assignee,
trustee  or  sequestrator  (or  other  similar official) of the Issuer or of any
substantial  part  of its property, or ordering the winding-up or liquidation of
its  affairs,  and  the  continuance of any such decree or order unstated and in
effect  for  a  period  of  90  calendar  days;  or

<PAGE>

     (d)     the  institution  by  the Issuer of proceedings to be adjudicated a
bankrupt  or insolvent, or the consent by it to the institution of bankruptcy or
insolvency  proceedings  against it, or the filing by it of a petition or answer
or consent seeking reorganization or relief under the Federal Bankruptcy Code or
any other applicable Federal or State law, or the consent by it to the filing of
any  such  petition  or  to the appointment of a receiver, liquidator, assignee,
trustee  or  sequestrator  (or  other  similar official) of the Issuer or of any
substantial  part  of its property, or the making by it of an assignment for the
benefit  of creditors, or the admission by it in writing of its inability to pay
its debts generally as they become due, or the taking of corporate action by the
Issuer  in  furtherance  of  any  such  action;  or

     (e)     (i)  the Issuer is unable to pay its debts as they fall due, stops,
or  suspends  or  threatens  in writing to stop or suspend payment of all or any
material  part  of  its  debts  (other  than  debts  contested  in good faith by
appropriate  proceedings),  begins negotiations or takes any proceeding or other
step  with  a  view  to  readjustment,  rescheduling  or  deferral of all of its
Indebtedness (or any material thereof) that it will or might otherwise be unable
to  pay  when due or seeks the appointment of a statutory manager or proposes in
writing  or  makes a general assignment or an arrangement or composition with or
for  the  benefit  of  its  creditors  or  any group or class thereof or files a
petition for suspension of payments or other relief of debtors of for bankruptcy
or  is  declared  bankrupt  or a moratorium or statutory management is agreed or
declared  with  respect  of  or  affecting  all  or  any  material  part  of the
Indebtedness of the Issuer, or (ii) the Issuer ceases or threatens in writing to
cease to carry all or any material part of the business carried on by the Issuer
taken  as  a whole and as a result of such cessation or threat of cessation, the
Issuer  will not be able to perform or comply with its payment obligations under
this  Notes.

     Section  7.2     Acceleration of Maturity, Rescission and Annulment.  If an
Event  of  Default  occurs  and  is  continuing, then and in every such case any
Holder  may  rescind  any Conversion Notice given to the Issuer (but only if the
Conversion Shares or the Interest Shares so requested have not then been issued)
and  obtain  payment  in  immediately available funds for the entire outstanding
principal  amount  of  the  Note that remains unconverted and unredeemed and all
interest  accrued  thereon,  by  a notice in writing to the Issuer, and upon any
such  declaration the principal amount of this Note shall become immediately due
and  payable  by  virtue  of  such  rescission.

     Section  7.3     Remedies  Not  Waived.  No  course  of dealing between the
Issuer  and  the  Holder  or  any delay in exercising any rights hereunder shall
operate  as  a  waiver  by  the  Holder.


                                  ARTICLE VIII
                                  MISCELLANEOUS

     Section  8.1     Register.

     (a)     The  Issuer  shall keep at its principal office a register in which
the  Issuer  shall provide for the registration of this Note.  Upon any transfer
of  this  Note  in  accordance  with  the  terms  of this Note, the Issuer shall
register  such  transfer  in  the  Note  register.

<PAGE>

     (b)     The  Issuer,  may  deem the person in whose name this Note shall be
registered upon the registry books of the Issuer to be, and may treat it as, the
absolute  power if this Note (whether or not this Note shall be overdue) for the
purpose  of  receiving payment of interest on or principal of this Note, for the
conversion  of this Note and for all other purposes, and the Issuer shall not be
affected  by any notice to the contrary.  All such payments and such conversions
shall  be  valid  and effective to satisfy and discharge the liability upon this
Note  to  the extent of the sum or sums so paid or the conversion or conversions
so  made.

     Section 8.2     Withholding.  To the extent required by applicable law, the
Issuer  may withhold amounts for or on account of any taxes imposed or levied by
or  on  behalf  of any taxing authority in the United States having jurisdiction
over  the  Issuer  from  any  payments  made  pursuant  to  this  Note.

     Section  8.3     Governing  Law.  This  Note  shall  be  governed  by,  and
construed  in  accordance  with,  the  laws  of  the  State  of  California.

     Section  8.4     Headings.  The  headings  of  the Articles and Sections of
this  Note  are solely for convenience only and do not constitute a part of this
Note.


IN  WITNESS  WHEREOF,  the  Issuer has caused this Note to be signed by its duly
authorized  officer  and attested by its duly authorized officer, on the date of
this  Note.

                         e-NET  FINANCIAL.COM  CORPORATION


                                                  By:     /s/ Scott Presta
                                                  Name:   Scott Presta
                                                          ----------------------
                                                  Title:  Director
ATTEST:

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

<PAGE>

                                     ANNEX I
                         E-NET FINANCIAL.COM CORPORATION
                         REDEEMABLE CONVERTIBLE 10% NOTE
                             ANNEX OF DEFINED TERMS


     "Common  Shares"  or  "Common Stock" shall mean shares of the Common Stock,
$.001  par  value  of  the  Issuer.

"Conversion  Date" shall mean any day on which all or some part of the principal
amount  of  this Note is converted into Conversion Shares in accordance with the
terms  of  this  Note.

"Conversion  Notice"  shall  have  the  meaning  set  forth  in  Section  3.2.

"Conversion  Price"  shall  have  the  meaning  set  forth  in  Section  3.1.

"Conversion  Shares"  shall  mean  all  Common  Shares  issued  or issuable upon
conversion  of  this  Note,  including  the  Interest  Shares,  if  any.

"Event  of  Default"  shall  have  the  meaning  set  forth  in  Section  7.1.

"Holder"  means EMB Corporation and any subsequent holder hereof or of any Notes
for  which  this  Note  is  exchanged  pursuant  to  Article  2.

"Indebtedness"  shall  mean  the  (i)  all  indebtedness  of the Issuer or other
obligations  for  borrowed money or other claims which would, in accordance with
generally  accepted  accounting  principles, be classified as a liability on the
balance  sheet  of  the  Issuer.

"Interest  Shares"  shall  mean any Conversion Shares issued or issuable, at the
election of any Note holder, in lieu of interest accrued on any Note at the time
of  conversion.

"Issuer"  shall  mean  e-Net  Financial.Com  Corporation  and  any  successor
corporation  by  merger, consolidation, sale or exchange of all or substantially
all  of  the  Issuer's  assets,  or  otherwise.

"Note"  shall  mean  this  Redeemable Convertible 10% Note or such other Note or
Notes  exchanged  therefor  as  provided  in  Section  2.1.


     "Person"  shall  mean  an  individual  ,  a  corporation, a partnership, an
association,  a trust or other entity or organization, including a government or
political  subdivision  or  an  agency  or  instrumentality  thereof  .

"SEC"  shall  mean  the  United  States  Securities  and  Exchange  Commission.

     "Securities  Act"  shall  mean the United States Securities Act of 1933, as
amended,  and  the rules and regulations of the SEC thereunder, all as in effect
at  the  time.

"Valuation  Period"  shall  have  the  meaning  set  forth  in  Section  3.1.

<PAGE>

2

                                    ANNEX II
                         E-NET FINANCIAL.COM CORPORATION
                         REDEEMABLE CONVERTIBLE 10% NOTE

                              NOTICE OF CONVERSION


     (To be Executed by the Registered Holder in order to Convert any Note)


     The  undersigned  hereby  irrevocably  elects  to convert $_________ of the
above  Note  into Shares of Common Stock of e-Net Financial.Com Corporation (the
"Company")  according  to  the conditions set forth in such Note, as of the date
written  below.

     If  Shares  are  to  be  issued  in  the  name  of  a person other than the
undersigned,  the  undersigned  will pay all transfer taxes payable with respect
thereto.

Date  of  Conversion:_________________

Conversion  Price:____________________

Name  of  Holder:_____________________

Address:______________________________

        ______________________________


Signature:_______________________________________
          (Print  Name  and  Title  of  Signatory)