SETTLEMENT AGREEMENT

     This  is  a  Settlement  Agreement  (the  "Agreement")  among the following
persons  and  entities,  effective  as  of  the  ___  day  of  June,  2001:

     EMB  Corporation,  a  Hawaii  corporation  ("EMB");

     e-Net  Financial.Com  Corporation,  a  Nevada  corporation  ("e-Net");

     AMRES  Holding  LLC,  a  Nevada  corporation  ("AMRES  Holding");

     Vincent  Rinehart ("Rinehart"; collectively, AMRES Holding and Rinehart are
     the  "Rinehart  Parties");  and

     Williams  de  Broe, an investment banking firm domiciled in England, United
     Kingdom  ("WdB").

                                    RECITALS
                                    --------
     A.     On  or  about  May  7, 1999, EMB, AMRES Holding and Rinehart entered
into  a  Stock  Purchase Agreement (the "Stock Purchase Agreement"), whereby EMB
acquired  all  of  the  shares  of common stock of American Residential Funding,
Inc.,  a  Nevada  corporation  ("AMRES  Funding"),  from  AMRES  Holding.  The
provisions  of  the  Stock  Purchase Agreement provided for the contingency of a
rescission  of  the  AMRES  Funding  acquisition  under  certain  enumerated
circumstances  or  a subsequent issuance of additional EMB Common Stock to AMRES
Holding  in  the  event  that  the  initial 2,000,000 shares of EMB Common Stock
issued to AMRES Holding pursuant to the Stock Purchase Agreement did not have an
aggregate  value  of  at least $2,000,000 as of December 31, 2000 (collectively,
the  "Contingent  EMB  /  AMRES  Holding  Transaction").

     B.  EMB  and  the Rinehart Parties agree that, as of December 31, 2000, the
initial  2,000,000  shares  of  EMB  Common  Stock issued to AMRES Holding had a
value,  which, in the aggregate, was less than $2,000,000. AMRES Holding did not
elect to rescind the AMRES Funding acquisition and reserved its rights to demand
a  subsequent  issuance  of  additional  EMB  Common  Stock.

<PAGE>

     C.  On  or  about April 12, 2000, EMB and e-Net entered into an Amended and
Restated  Purchase Agreement (the "e-Net / EMB Agreement"), whereby e-Net, among
other  things, acquired all of the common stock of AMRES Funding from EMB. Among
the  provisions  of  the  e-Net  /  EMB  Agreement were (i) Paragraph 2.2, which
provided  for  the  issuance  of  7,500,000  shares  of  e-Net Common Stock (the
"Initial  e-Net Shares") to EMB, such stock to be registered with the Securities
and Exchange Commission (the "SEC") pursuant to the registration requirements of
the  Securities  Act of 1933, as amended (the "1933 Act"), and the issuance of a
promissory  note  of  e-Net  in favor of EMB in the initial amount of $4,000,000
(the  "Initial e-Net / EMB Note"), (ii) Paragraph 3.9, which provided that e-Net
was  obligated to prosecute with diligence the registration of the Initial e-Net
Shares,  and  (iii)  EMB's  obligation  to  pay  all outstanding leases covering
equipment and/or furniture that were to be utilized by e-Net in the operation of
the  businesses  transferred  to  it  by  the  e-Net  /  EMB  Agreement.

     D.  The  Initial  e-Net / EMB Note  has been partially paid by e-Net,  such
that  the  sum  of  the current, outstanding, aggregate principal balance of the
Initial  e-Net  /  EMB  Note  and another obligation of e-Net in favor of EMB is
US$1,213,616,  including  interest on the obligations accrued to the date hereof
(collectively, the  "e-Net  Obligations").

     E.  On  or  about  August  4, 2000, e-Net caused to be filed with the SEC a
Registration  Statement  on  Form  S-1, which included the Initial e-Net Shares.
Subsequent  thereto, comments concerning the Registration Statement from the SEC
were received by e-Net. On or about April 5, 2001, e-Net caused to be filed with
the  SEC  an  Amended  Registration Statement (the "S-1/A"). Subsequent thereto,
e-Net  received  comments  concerning  the  S-1/A from the SEC. EMB acknowledges
that,  as  of  the  date  of  this  Agreement, e-Net does not have the financial
resources  available  to  devote  to  the completion of a response to the latest
comments  of  the  SEC  nor  to  complete  the  registration  process.

     F.  On  or  about July 6, 1998, WdB entered into an agreement with EMB (the
"EMB  / WdB Loan Agreement") to lend EMB the sum of $700,000 (the "Initial EMB /
WdB  Obligation").


<PAGE>


     G.     On  or about September 12, 2000, WdB and EMB entered into a revision
of  the  EMB  /  WdB Loan Agreement, which, among other things, (i) extended the
maturity  date  for  the  Initial  EMB / WdB Obligation to January 6, 2001, (ii)
provided for interest on the then-unpaid principal balance of $657,349 at a rate
of  ten  percent  (10%)  per  annum  with a penalty interest rate of twenty-four
percent  (24%)  per annum, effective on the maturity date, in the event that the
Initial  EMB  /  WdB  Obligation  then  remained  unpaid,  and (iii) a purported
guarantee  of the Initial EMB / WdB Obligation by e-Net.  As of the date of this
Agreement,  the  Initial  EMB  /  WdB  Obligation  to WdB remains unpaid, with a
principal  balance and accrued interest to the date of this Agreement in the sum
of  $657,349.

     H.     In connection with the revision of the EMB / WdB Loan Agreement, the
then-Chairman  of  the  Board of e-Net executed a document on behalf of e-Net in
favor  of  WdB,  which  document  purported  to  act as e-Net's guarantee of the
Initial EMB / WdB Obligation.  Such purported obligation was not included in the
Stock  Purchase  Agreement.

     I.     During  Rinehart's tenure as Chief Executive Officer of e-Net, e-Net
has not tendered to Rinehart any compensation for his services in such capacity,
but  Rinehart  has  received  continuing  compensation  from  AMRES Funding.  In
connection with the transactions contemplated herein, Rinehart and e-Net wish to
provide  for  the  delivery to Rinehart of certain consideration with respect to
such  executive  services that were rendered through and including May 31, 2001,
as  well  as  with  respect  to  certain  other related items, but not including
personal  guarantees  executed by Rinehart for the benefit of e-Net and or AMRES
Funding.

J.     Bryan  Cave  LLP  has  provided  legal  services to EMB and e-Net and, in
connection  therewith,  has discussed certain matters with Rinehart, in his role
as  president  of  e-Net  and  its  subsidiaries  and affiliates, and with other
individuals  who  serve,  or  have served, as executive officers or directors of
more than one of the parties hereto.  The parties wish to provide waivers of any
potential  conflicts  that  may  exist  in  respect  of  such  representations.

                   [BALANCE OF PAGE INTENTIONALLY LEFT BLANK]


<PAGE>


                                    AGREEMENT
                                    ---------
     NOW,  THEREFORE,  in  consideration of these presents and for such good and
other  consideration,  the receipt and adequacy of which is hereby acknowledged,
the  parties  hereto  agree  as  follows:
General  Provisions:

     1. The recitals set forth above are incorporated by reference. Further, all
parties  to  this Agreement acknowledge and agree that the settlements contained
herein  are  in  compromise and settlement of disputed claims between various of
the  parties  hereto,  that  the  recitals,  provisions, and covenants contained
herein are not to be construed as an admission of liability by any party, all of
which  parties  expressly  deny any such liability, and that each of the parties
expressly  acknowledges that the execution hereof does not constitute any assent
to  any  of  such  claims.

     2.  Each party will bear his or its own costs and attorneys fees associated
with  the  negotiation  of  this  Agreement.

     3.  All  parties  to  this Agreement agree to take such reasonable actions,
including,  but  not  limited  to,  acknowledging,  delivering  or  executing
instruments and documents, as may be required to effectuate the purposes of this
Agreement  or  to  consummate  the  transactions  that  are contemplated herein.

     4. This Agreement embodies the entire understanding and agreement among the
parties  with respect to the subject matters contained herein and supersedes any
and  all  prior  understandings  and agreements relating to the subject matters.

     5.  This  Agreement  shall  be binding upon and inure to the benefit of the
successors,  assigns,  and  personal  representatives  of  the  parties.

     6.  This  Agreement  is  made  with  reference  to the laws of the State of
California  and  shall  be  interpreted  and  enforced  under  and  pursuant  to
California  law.


<PAGE>


     7. This Agreement may be executed in counterparts and, when taken together,
each  of  which  shall  serve  as  an  original.

     8.  At  all  material times herein, the parties have had the opportunity to
meet  and confer with counsel of their own choosing to discuss the terms of this
Agreement  and  the  effect  of  executing  the  same.

     9.  Except  for  the  covenants, conditions, representations and warranties
otherwise  contained  in  this  Agreement,  each  of  the parties hereby forever
releases  and  discharges  each  other  party, its respective current and former
shareholders,  officers,  directors,  employees,  contractors,  brokers,
representatives,  affiliates,  insurers,  attorneys,  agents, and successors and
assigns thereof from any and all claims, sanctions, or demands of every kind and
nature, known and unknown, suspected and unsuspected, disclosed and undisclosed,
for damages, actual, consequential or punitive, past present and future, arising
out  of  or  connected with any matter occurring on or prior to the date hereof,
including  but not limited to any claims, whether arising under the transactions
previously  entered  into  by  the parties or otherwise. The parties hereto each
represent  and  warrant  to the others that he or it is the owner of and has not
transferred  any  claims  being  hereby  released.

     The  parties  each  acknowledge  that  the  foregoing  is a general release
intended  to be interpreted broadly; provided, however, such release, in respect
of  (i)  WdB,  shall  not  apply to the obligations created by the New EMB / WdB
Obligation,  (ii)  EMB,  shall not apply to the obligations created by either of
the  Interim  e-Net  / EMB Note (as defined in Paragraph 19 hereof) or the Final
e-Net  /  EMB  Note  (as  defined  in  Paragraph  24 hereof), (iii) the Rinehart
Parties,  shall  not  apply  to the obligations created by the New e-Net / AMRES
Note  (as  defined  in  Paragraph  19  hereof)  and  to  any  employment-related
obligations between Rinehart and e-Net and its subsidiaries, and (iv) all of the
parties  insofar  as any of them is a holder of equity securities from and after
the  date  of  this  Agreement.


<PAGE>


     10.  Each  of the parties hereto hereby acknowledges that he or it has been
fully  advised of Section 1542 of the Civil Code of the State of California, and
that  except  for the obligations arising out of this Agreement, the section and
the  benefits  thereof  are  hereby  waived.  Section  1542 reads as follows:

     "Ageneral  release  does  not  extend to claims which the creditor does not
     know or suspect to exist in his favor at the time of executing the release,
     which if known by him must have materially affected his settlement with the
     debtor."

     In that regard, each of the parties hereto hereby acknowledge that he or it
may  have sustained losses which are presently unknown or unsuspected, that such
damages  and  other  losses  as  were  sustained  might  otherwise, but for this
release,  have  given  rise  to additional complains, actions, causes of action,
claims  demands  and  debts in the future. Nevertheless, the parties acknowledge
that  this  release  has  been  negotiated  and  agreed  upon  in  light of this
realization  and,  being fully aware of this situation, the parties nevertheless
intend to release, acquit and forever discharge each other from any and all such
unknown  claims,  including  damages  which  are  unknown or unanticipated. This
release  may  be  pleaded  as  a defense or as a bar to any action or proceeding
which  may be brought, instituted or taken with respect to any matters which are
in  any  way related to the Action and/or any claims released in this Agreement.

     11.  The  parties  hereto acknowledge and agree to the following methods to
resolve any disputes between them in respect of the transactions contemplated by
this  Agreement.

          a.  Negotiation.  Any  party  disputing  a matter under this Agreement
     (individually,  a  "Participant,"  and,  collectively,  the "Participants")
     shall attempt in good faith to resolve any controversy, claim or dispute of
     whatever  nature between the Participants arising out of or related to this
     Agreement  or  the  construction  interpretation,  performance,  breach,
     termination,  enforceability  or  validity hereof (a "Dispute") promptly by
     negotiation  between  the Participants. If a party is not a Participant, he
     or  it  shall  not  be  bound  by  any resolution of the Dispute under this
     Paragraph  11.  Any  Participant  may require that any other party become a
     Participant  hereunder.  Any  Participant  involved in the Dispute may give
     written notice (herein the "Dispute Notice") of the Dispute at any time. If
     the  Dispute  is not resolved within thirty (30) days after delivery of the
     Dispute  Notice,  any  Participant  involved  in  the  Dispute may initiate
     mediation  as  provided  in  subsection  (b)  below.


<PAGE>


          b.  Mediation.  If  the  Dispute  is  not resolved by negotiation, the
     Participants  shall  make  a  good  faith  attempt to settle the Dispute by
     mediation. If the Participants cannot agree on the rules and procedures for
     the  mediation,  then  the  Commercial Dispute Resolution Procedures of the
     American  Arbitration  Association  in effect on the date of this Agreement
     (herein  the  "AAA Rules") shall apply. If the Participants cannot agree on
     the  selection  of  a mediator within sixty (60) days after delivery of the
     Dispute  Notice,  the  mediator will be selected pursuant to the AAA Rules.
     Unless  the  Participants  otherwise agree, the mediator shall be a neutral
     and  impartial lawyer with excellent academic and professional credentials,
     who  has  actively  practiced  law for at least fifteen (15) years, who has
     both training and experience as a mediator, and who has not previously been
     involved  in  the  subject matter of this Agreement. If the dispute has not
     been  resolved by mediation as provided above within ninety (90) days after
     the delivery of the Dispute Notice, then the dispute shall be determined by
     arbitration  as  provided  in  subsection  (c)  below.

          c.  Arbitration.  If  negotiation  and  mediation has not resolved the
     Dispute,  the  Dispute shall be determined by binding arbitration in Orange
     County,  California  (or  other  location  mutually  acceptable  to  the
     Participants)  by  one  arbitrator. If the Participants cannot agree on the
     rules  and  procedures for the arbitration, then the AAA Rules shall apply.
     If  the  Participants cannot agree on the selection of an arbitrator within
     one  hundred  twenty  (120)  days after delivery of the Dispute Notice, the
     arbitrator  shall  be  selected  pursuant  to  the  AAA  Rules.  Unless the
     Participants  otherwise  agree,  the  arbitrator  shall  be  a  neutral and
     impartial  lawyer  with excellent academic and professional credentials who
     has  actively  practiced  law for at least fifteen (15) years, who has both
     training  and  experience as an arbitrator, and who has not previously been
     involved  in  the  subject matter of this Agreement. The arbitrator's award
     shall  be  based  on applicable law and judicial precedent. Judgment on the
     award  rendered  by  the arbitrator may be entered into in any court having
     jurisdiction  thereof.


<PAGE>


          d.  Costs.  All  costs  and  expenses  incurred in connection with any
     mediation  or  arbitration  hereunder  shall  be divided evenly between the
     Participants;  provided,  however,  each  party  shall  pay  his or its own
     attorneys' fees and other costs and expenses incurred by and for such party
     with  respect  to  such  mediation  and  arbitration.

          e.  Injunctive  Relief. Any Participant may seek from any court having
     jurisdiction hereof any interim, provisional, or injunctive relief that may
     be  necessary  to  protect  the  rights  or  property of any Participant or
     maintain  the  status  quo  before,  during,  or  after the pendency of the
     arbitration  proceeding.  The  institution  and maintenance of any judicial
     action  or  proceeding  for  any  such  interim, provisional, or injunctive
     relief  shall  not  constitute  a  waiver of the right or obligation of any
     Participant  to  submit the Dispute to arbitration, including any claims or
     disputes  arising  from  the  exercise of any such interim, provisional, or
     injunctive relief. The procedure set forth in this Paragraph 11 is the sole
     procedure  for  resolving  disputes and no party shall resort to litigation
     except to the extent necessary to toll the running of an applicable statute
     of  limitations.

     12.  CONSISTENT  WITH  THE  CALIFORNIA  RULES  OF PROFESSIONAL CONDUCT, THE
PARTIES  HERETO  HAVE BEEN ADVISED THAT BRYAN CAVE LLP HAS REPRESENTED, DIRECTLY
OR  INDIRECTLY, MORE THAN ONE OF THE PARTIES HERETO. THIS PARAGRAPH 12 SERVES TO
CONFIRM  THAT  EACH  OF  THE  "REPRESENTED"  PARTIES  HEREBY  CONSENTS  TO  SUCH
"REPRESENTATION,"  WHETHER  IN  CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY
THIS  AGREEMENT OR OTHERWISE. THE PARTIES HERETO ACKNOWLEDGE THAT BRYAN CAVE LLP
HAS TAKEN ITS STANDARD STEPS TO ENSURE THAT THE CONFIDENCES AND DOCUMENTS OF THE
RESPECTIVE  PARTIES  ARE  NOT SHARED WITH THE OTHER PARTIES HERETO IN RESPECT OF
THE  TRANSACTIONS  CONTEMPLATED  BY  THIS  AGREEMENT.

      13.  The  parties  hereto  agree  that  e-Net and EMB, being publicly-held
companies,  have an obligation to advise the public of the general terms of this
Agreement.  e-Net  and  EMB  will  mutually approve and issue a press release in
respect  of  the  material  terms of this Agreement. e-Net or EMB will file such
information  concerning  this Agreement with the SEC as each has been so advised
by  their  respective  counsel.


<PAGE>


     14. EMB and WdB, as further consideration for the transactions set forth in
this  Agreement,  hereby agree to grant to e-Net management limited, irrevocable
proxies in the form attached hereto as Exhibit "A", which cover, with respect to
WdB,  the  WdB / E-Net Shares and, with respect to EMB, the Initial e-Net Shares
and the Additional e-Net Shares. The certificates representing the Initial e-Net
Shares  and  the  Additional e-Net Shares are, or upon their issuance by e-Net's
transfer  agent  shall be, held by Bryan Cave llp (until April 13, 2002) for the
benefit  of  EMB  and  its shareholders, and shall not be released to EMB or any
other  party,  absent  instructions  from  EMB  and  e-Net  (consent  to  which
instructions  e-Net  shall  not unreasonably withhold or delay) or a valid court
order. These proxies shall be valid through and including December 31, 2001, and
shall  be  limited  in  scope,  valid  solely for the purpose of voting on e-Net
management proposals concerning (i) corporate refinancing, recapitalization, and
restructuring,  (ii)  executive  compensation,  (iii)  change  of corporate name
and/or domicile, and (iv) election and/or appointment of officers and directors.

     15.  Notices. All notices, requests, demands and other communications which
are  required or may be given under this Agreement shall be in writing and shall
be  deemed  to  have been duly given when received if personally delivered; when
transmitted  if  transmitted  by  facsimile,  electronic or digital transmission
method;  the  day  after it is sent, if sent for next day delivery to a domestic
address  by  recognized  overnight delivery service (e.g., Federal Express); and
upon receipt, if sent by certified or registered mail, return receipt requested.
In  each  case  notice  shall  be  sent  to:

     To  e-Net:
     ---------

e-Net  Financial.Com  Corporation
Attention:  Vincent  Rinehart,  President
3200  Bristol  Street
Suite  700
Costa  Mesa,  CA  92626

To  EMB:
--------
EMB  Corporation
Attention:  Ben  Campbell,  President
715  Main  Street
Suite  F
Jenks,  OK  74037


<PAGE>


To  the  Rinehart  Parties:
--------------------------

Vincent  Rinehart
     -  and  -
AMRES  Holding  LLC
4425  Atlantic  Avenue
Suite  A-15
Long  Beach,  CA  90807

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

or  to such other place and with such other copies as either party may designate
as  to  itself  by  written  notice  to  the  others.

e-Net  /  EMB  Provisions  with  Respect  to  the  S-1/A:

     16.  In  addition  to the consideration referenced above, and as additional
consideration to EMB for the withdrawal by e-Net of the S-1/A, on or before June
30,  2001,  the  termination  of  the registration process for the Initial e-Net
Shares,  and  e-Net's  obligations  to EMB therefor, e-Net shall issue 1,500,000
shares  of  e-Net  Common  Stock  to  EMB  (the  "Additional e-Net Shares") in a
transaction  exempt  from the registration requirements of Section 5 of the 1933
Act.  Said  Additional  e-Net  Shares  shall  constitute  restricted  stock. The
certificates  evidencing the Additional e-Net Shares shall bear e-Net's standard
form restrictive legend and a legend stating that the shares represented thereby
are the subject of the proxy referenced in Paragraph 14, above. e-Net's transfer
agent  shall  be instructed to place "stop transfer" instructions in its records
with  respect  to  such  shares.

     17.  EMB and e-Net each acknowledge that the issuance by e-Net of 3,000,000
shares  of its common stock to WdB constitutes additional consideration in favor
of  EMB  which,  therefore, credits e-Net with the sum of US$424,766 against the
e-Net  Obligations, leaving an unpaid balance, including interest accrued to the
date  of  this  Agreement,  of  US$788,850  (the "Remaining e-Net Obligations").


<PAGE>


     18.  EMB  acknowledges  its  obligations  to  pay of all outstanding leases
covering  equipment  and/or  furniture  now  in  the  possession  of  e-Net,  as
contemplated  by  the  e-Net  / EMB Agreement. EMB / Rinehart Parties Provisions
with  Respect  to  the  Contingent  EMB  /  AMRES  Holding  Transaction:

     19.  In  addition  to the consideration referenced above, and as additional
consideration  to  AMRES  Holding  for  its  release  of  EMB  in respect of the
Contingent  EMB  /  AMRES  Holding  Transaction, EMB shall irrevocably assign to
AMRES  Holding that portion of EMB's interest in the Remaining e-Net Obligations
equaling US$485,446, shall keep the remainder of the Remaining e-Net Obligations
equaling  US$303,404,  and shall issue e-Net instructions on the schedule and in
the  manner  set  forth  in  the following Paragraph in order to memorialize the
Remaining  e-Net  Obligations  in the form of promissory notes in favor of AMRES
Holding (the "New e-Net / AMRES Note") and in favor of EMB (the "Interim e-Net /
EMB  Note").  EMB,  e-Net,  and  the  Rinehart  Parties  acknowledge  that  (in
conjunction with e-Net), the Rinehart Parties may negotiate and allocate between
themselves  the  principal,  interest, and terms in, and disposition of, the New
e-Net  /  AMRES  Note,  all in reference to the purported obligation of e-Net to
Rinehart,  as  set  forth  in  Recital  I.

     20. Concurrently with the execution of this Agreement, EMB shall tender the
Initial  e-Net / EMB Note to e-Net and shall authorize e-Net to cancel the e-Net
Obligations.  As  soon  as is practicable for a prudent person following e-Net's
receipt  of  the Initial e-Net / EMB Note, e-Net shall issue (i) the New e-Net /
AMRES  Note  to  AMRES Holding in the initial principal amount of US$485,446, in
such  form  and  containing such terms and conditions as e-Net and AMRES Holding
shall  agree,  and  (ii)  the  Interim  e-Net  / EMB Note to EMB, in the initial
principal  amount  of  US$303,404,  in  such  form and containing such terms and
conditions  as e-Net and EMB shall agree. WdB / e-Net Provisions with Respect to
the  Initial  EMB  /  WdB  Obligation:


<PAGE>


     21.  In  addition  to the consideration referenced above, and as additional
consideration  to  WdB  for  its  deferral  of its rights and remedies under the
document  that  purports  to  be  e-Net's  guarantee  of  the  Initial EMB / WdB
Obligation,  e-Net  shall issue 3,000,000 shares of its common stock to WdB (the
"WdB  /  e-Net  Shares"),  in  a  transaction  exempt  from  the  registration
requirements  of  Section  5 of the 1933 Act. Said e-Net shares shall constitute
restricted  stock.  The  certificates  evidencing  the  e-Net  shares shall bear
e-Net's  standard  form  restrictive legend and a legend stating that the shares
represented  thereby  are  the  subject of the proxy referenced in Paragraph 14,
above.  e-Net's  transfer  agent  shall  be  instructed to place "stop transfer"
instructions in its records with respect to such shares. In connection with such
issuance  of  e-Net  shares  to  WdB, e-Net shall provide WdB certain incidental
rights, in the form attached hereto as Exhibit "B." WdB shall release e-Net from
any  obligation  that  WdB  believes may have been created against e-Net by such
purported  guarantee  document  and  shall  create no new obligation of e-Net in
favor of WdB in respect of the Initial EMB / WdB Obligation, however constituted
currently or in the future. WdB / EMB Provisions with Respect to the Initial EMB
/  WdB  Obligation:

     22.  In  addition  to the consideration referenced above, and as additional
consideration  to  WdB for its cancellation of the Initial EMB / WdB Obligation,
in acknowledgment of e-Net having issued 3,000,000 shares of its common stock to
WdB  (in  the  WdB  /  e-Net  Shares issuance) and of WdB reducing the aggregate
amount of the Initial EMB / WdB Obligation by US$360,000, EMB shall issue to WdB
a  new  promissory  note  in  favor  of  WdB in the original principal amount of
US$348,109, all due and payable on March 31, 2002, together with interest at the
rate of ten percent (10%) per annum, with penalty interest at the rate of twelve
percent  (12%) per annum from and after the maturity date until paid in full, in
the  form  attached hereto as Exhibit "C" (the "New EMB / WdB Obligation"). Such
new  promissory  note  shall  be free of any guarantee, absolute, contingent, or
otherwise  from  e-Net  or  any  other  individual  or  entity.

     23.  In  addition  to the consideration referenced above, and as additional
consideration  to  WdB  for  its  deferral  of its rights and remedies under the
Initial  EMB  / WdB Obligation, including approximately 14/24ths of the interest
from  the  maturity date of the Initial EMB / WdB Obligation through the date of
this  Agreement,  EMB shall issue to WdB 147,000 shares of EMB Common Stock in a
transaction  exempt  from the registration requirements of Section 5 of the 1933
Act.  Said  EMB  shares  shall  constitute  restricted  stock.  The certificates
evidencing  the EMB shares shall bear EMB's standard form restrictive legend and
a  legend  stating  that  the  shares represented thereby are the subject of the
proxy  referenced  in  Paragraph  14,  above.  EMB's  transfer  agent  shall  be
instructed  to place "stop transfer" instructions in its records with respect to
such  shares.  e-Net  /  EMB  Provisions  with  Respect to the Initial EMB / WdB
Obligation:


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     24.  In  addition  to the consideration referenced above, and as additional
consideration  to  e-Net for the WdB / e-Net Shares issuance, EMB shall deem the
principal  of  the Interim e-Net / EMB Note to have been reduced, as of the date
of this Agreement, by the sum of US$200,000, thereby leaving an unpaid principal
balance of US$103,404 as of the date of this Agreement. In connection therewith,
and deemed to occur concurrently with the execution of this Agreement, EMB shall
tender  the  Interim  e-Net / EMB Note to e-Net and shall authorize e-Net (i) to
cancel  the  Interim  e-Net  / EMB Note and (ii) as soon as is practicable for a
prudent  person following e-Net's receipt of the Interim e-Net / EMB Note, e-Net
shall  issue  the Final e-Net / EMB Note to EMB, in the initial principal amount
of  US$103,404,  in  such form and containing such terms and conditions as e-Net
and  EMB  shall  agree.

 [SIGNATURES ON FOLLOWING PAGE]

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     IN  WITNESS  WHEREOF, the parties hereto have executed this Agreement as of
the  date  first  above  written.
                                       EMB  CORPORATION

                                       By:
                                       Ben  Campbell,  President

                                       /s/ Kenneth J. Quilt
                                       Kenneth J. Quilt , Secretary/Treasurer

                                       E-NET  FINANCIAL.COM  CORPORATION

                                       By: Scott  Presta
                                       Scott  Presta,  Secretary

                                       AMRES  HOLDING  LLC

                                       By: /s/ Vincent  Rinehart
                                       Vincent  Rinehart,  Managing  Partner


                                       WILLIAMS  DE  BROE

                                       By: /s/ Julian Parker
                                       Julian Parker for and on behalf of
                                       William de Broe


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