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                                                                   EXHIBIT 10.25

                          SECURITIES PURCHASE AGREEMENT

     This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of May 2,
2000, is entered into by and among e-Net Financial.com Corporation, a Nevada
corporation, with headquarters located at 3200 Bristol Street, Suite 700, Costa
Mesa, California 92626 (the "COMPANY"), and the investors listed on SCHEDULE 1
attached hereto (individually, a "BUYER" and collectively, the "BUYERS").

                                    WHEREAS:

     A. The Company and the Buyers are executing and delivering this Agreement
in reliance upon the exemption from securities registration afforded by Rule 506
of Regulation D ("REGULATION D") as promulgated by the United States Securities
and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended
(the "1933 ACT");

     B. The Buyers wish to purchase, upon the terms and conditions stated in
this Agreement, an aggregate of 666,667 shares of the common stock (the "COMMON
SHARES"), $.001 par value per share, in the respective amounts set forth
opposite each Buyer's name on SCHEDULE 1 and warrants, in substantially the same
form attached hereto as EXHIBIT A (the "WARRANTS") to acquire 333,334 Common
Shares (as exercised, collectively, the "WARRANT SHARES"); and

     C. Contemporaneously with the execution and delivery of this Agreement, the
parties hereto are executing and delivering a Registration Rights Agreement
substantially in the form attached hereto as EXHIBIT C (the "REGISTRATION RIGHTS
AGREEMENT") pursuant to which the Company has agreed to provide certain
registration rights under the 1933 Act and the rules and regulations promulgated
thereunder, and applicable state securities laws.

     NOW THEREFORE, the Company and the Buyers hereby agree as follows:

     1.   PURCHASE AND SALE OF COMMON SHARES AND WARRANTS.

          a. PURCHASE OF COMMON SHARES AND WARRANTS. In connection with the
offering (the "OFFERING") by the Company of the Common Shares and Warrants to
the Buyers, and subject to the satisfaction (or waiver) of the conditions set
forth in Sections 6 and 7 below, the Company shall issue and sell to each Buyer
and each Buyer severally agrees to purchase from the Company the respective
number of Common Shares set forth opposite such Buyer's name on SCHEDULE 1,
along with Warrants to acquire the respective number of Warrant Shares set forth
opposite such Buyer's name on SCHEDULE 1 (the "CLOSING"). The purchase price
(the "PURCHASE PRICE") of the Common Shares and the related Warrants at the
Closing shall be $2,000,000.

          b. CLOSING DATE. The date and time of the Closing (the "CLOSING DATE")
shall be 10:00 a.m. Pacific Time, within five (5) business days following the
date hereof, subject to notification of satisfaction (or waiver) of the
conditions to the Closing set forth in Sec-


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tions 6 and 7 below (or such later date as is mutually agreed to by the Company
and the Buyers). The Closing shall occur on the Closing Date at the offices of
the nominee of the Buyers or at such other location as agreed by the Company and
the Buyers.

          c. FORM OF PAYMENT. On the Closing Date, (i) subject to the
satisfaction (or waiver) of the conditions set forth in Section 7 below, each
Buyer shall pay the Purchase Price to the Company, for the Common Shares and
Warrants to be issued and sold to such Buyer at the Closing, by wire transfer of
immediately available funds in accordance with the Company's written wire
instructions, provided that (ii) subject to the satisfaction (or waiver) of the
conditions set forth in Section 6 below, the Company shall have delivered to
Jupiter Unit Trust Managers Limited as the nominee of the Buyers, as the escrow
agent (the "ESCROW AGENT"), on behalf of each Buyer, stock certificates (in the
denominations as such Buyer shall request) (the "COMMON STOCK CERTIFICATES")
representing such number of the Common Shares which such Buyer is then
purchasing (as indicated opposite such Buyer's name on SCHEDULE 1) along with
the Warrants such Buyer is purchasing (as indicated opposite such Buyer's name
on SCHEDULE 1) hereunder, duly executed on behalf of the Company and registered
in the name of such Buyer or its designee. Upon the completion of the conditions
contained in Sections 6 and 7 of this Agreement, the Escrow Agent shall deliver
the certificates representing the Common Shares and the Warrants to the Buyers
via overnight courier after the Buyers have wired the Purchase Price to the
Company.

     2. BUYER'S REPRESENTATIONS AND WARRANTIES.

     Each Buyer represents and warrants with respect to only itself that:

          a. INVESTMENT PURPOSE. Such Buyer is acquiring the Common Shares and
Warrants (the Common Shares and Warrants may also be referred to herein as the
"SECURITIES"), for its own account for investment only and not with a view
towards, or for resale in connection with, the public sale or distribution
thereof, except pursuant to sales registered or exempted under the 1933 Act;
PROVIDED, HOWEVER, that by making the representations herein, such Buyer does
not agree to hold any of the Securities for any minimum or other specific term
and reserves the right to dispose of the Securities at any time in accordance
with or pursuant to a registration statement or an exemption under the 1933 Act.

          b. ACCREDITED INVESTOR STATUS. Such Buyer is an "accredited investor"
as that term is defined in Rule 501(a)(3) of Regulation D.

          c. RELIANCE ON EXEMPTIONS. Such Buyer understands that the Securities
are being offered and sold to it in reliance on specific exemptions from the
registration requirements of United States federal and state securities laws and
that the Company is relying in part upon the truth and accuracy of, and such
Buyer's compliance with, the representations, warranties, agreements,
acknowledgments and understandings of such Buyer set forth herein in order to
determine the availability of such exemptions and the eligibility of such Buyer
to acquire such Securities.


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<PAGE>

          d. INFORMATION. Such Buyer and its advisors, if any, have been
furnished with all materials relating to the business, finances, and operations
of the Company and materials relating to the offer and sale of the Securities
that have been requested by such Buyer. Such Buyer and its advisors, if any,
have been afforded the opportunity to ask questions of the Company. Neither such
inquiries nor any other due diligence investigations conducted by such Buyer or
its advisors, if any, or its representatives shall modify, amend or affect such
Buyer's right to rely on the Company's representations and warranties contained
in Section 3 below. Such Buyer understands that its investment in the Securities
involves a high degree of risk. Such Buyer has sought such accounting, legal and
tax advice as it has considered necessary to make an informed investment
decision with respect to its acquisition of the Securities.

          e. NO GOVERNMENTAL REVIEW. Such Buyer understands that no United
States federal or state agency or any other government or governmental agency
has passed on or made any recommendation or endorsement of the Securities or the
fairness or suitability of the investment in the Securities nor have such
authorities passed upon or endorsed the merits of the offering of the
Securities.

          f. TRANSFER OR RESALE. Such Buyer understands that except as provided
in the Registration Rights Agreement: (i) the Securities have not been and are
not being registered under the 1933 Act or any state securities laws, and may
not be offered for sale, sold, assigned or transferred unless (A) subsequently
registered thereunder, (B) such Buyer shall have delivered to the Company an
opinion of counsel, in a generally acceptable form, to the effect that such
Securities to be sold, assigned or transferred may be sold, assigned or
transferred pursuant to an exemption from such registration, or (C) such Buyer
provides the Company with reasonable assurance that such Securities can be sold,
assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act, as
amended (or a successor rule thereto) ("RULE 144"); and (ii) any sale of the
Securities made in reliance on Rule 144 may be made only in accordance with the
terms of Rule 144 and further, and if Seller intends to utilize Rule 144 but
Rule 144 is not applicable to such resale, any resale of the Securities under
circumstances in which the Seller (or the person through whom the sale is made)
may be deemed to be an underwriter (as that term is defined in the 1933 Act) may
require compliance with some other exemption under the 1933 Act or the rules and
regulations of the SEC thereunder.

          g. LEGENDS. Such Buyer understands that the Common Stock Certificates
and certificates or other instruments representing the Warrants and the
stock certificates representing the Warrant Shares except as set forth below,
shall bear a restrictive legend in substantially the following form (and a
stop-transfer order may be placed against transfer of such stock certificates):

     THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
     UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR
     APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR
     INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED
     (1) IN THE ABSENCE OF AN EFFECTIVE REGISTRATION


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     STATEMENT FOR THE SECURITIES UNDER THE 1933 ACT OR APPLICABLE STATE
     SECURITIES LAWS, OR (2) IN THE ABSENCE OF AN OPINION OF COUNSEL, IN A
     GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER THE 1933
     ACT OR (3) UNLESS SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO RULE 144 UNDER
     SAID ACT.

     The legend set forth above shall be removed and the Company shall issue a
certificate without such legend to the holder of the Securities upon which it is
stamped, if, unless otherwise required by state securities laws, (i) such
Securities are registered for sale under the 1933 Act, (ii) in connection with a
sale transaction, such holder provides the Company with an opinion of counsel,
in a generally acceptable form, to the effect that a public sale, assignment or
transfer of the Securities may be made without registration under the 1933 Act,
or (iii) such holder provides the Company with reasonable assurances that the
Securities can be sold pursuant to Rule 144 without any restriction as to the
number of securities acquired as of a particular date that can then be
immediately sold.

          h.  VALIDITY; ENFORCEMENT. This Agreement has been duly and
validly authorized, executed and delivered on behalf of such Buyer and is a
valid and binding agreement of such Buyer enforceable against such Buyer in
accordance with its terms, subject as to enforceability to general principles of
equity and to applicable bankruptcy, insolvency, reorganization, moratorium,
liquidation and other similar laws relating to, or affecting generally, the
enforcement of applicable creditors' rights and remedies.

          i. RESIDENCY. Such Buyer is a resident of that country and state, if
applicable, specified in its address on SCHEDULE 1.

     3.   REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

     The Company represents and warrants to each of the Buyers that:

          a.  ORGANIZATION AND QUALIFICATION. The Company and its
"SUBSIDIARIES" (which for purposes of this Agreement means any entity in which
the Company, directly or indirectly, owns a controlling position of capital
stock or holds a controlling position of an equity or similar interest) are
corporations duly organized and validly existing in good standing under the laws
of the jurisdiction in which they are incorporated, and have the requisite
corporate power and authorization to own their properties and to carry on their
business as now being conducted. Each of the Company and its Subsidiaries is
duly qualified as a foreign corporation to do business and is in good standing
in every jurisdiction in which its ownership of property or the nature of the
business conducted by it makes such qualification necessary, except to the
extent that the failure to be so qualified or be in good standing would not have
a Material Adverse Effect. As used in this Agreement, "MATERIAL ADVERSE EFFECT"
means any material adverse effect on the business, properties, assets,
operations, results or operations, financial condition or prospects of the
Company and its Subsidiaries, if any, taken as a whole, or on the transactions
contemplated hereby or by the agreements and instruments to be entered


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into inconnection herewith, or on the authority or ability of the Company to
perform its obligations under the Transaction Documents (as defined below in
Section 3(b)).

          b.  AUTHORIZATION; ENFORCEMENT; VALIDITY. (i) The Company has
the requisite corporate power and authority to enter into and perform this
Agreement, the Registration Rights Agreement, the Transfer Agent Instructions
(as defined in Section 5), the Warrants and the Certificate of Designations and
each of the other agreements entered into by the parties hereto in connection
with the transactions contemplated by this Agreement (collectively, the
"TRANSACTION DOCUMENTS"), and to issue the Securities in accordance with the
terms hereof and thereof, (ii) the execution and delivery of the Transaction
Documents by the Company and the consummation by it of the transactions
contemplated hereby and thereby, including without limitation the issuance of
the Common Shares and the Warrants and the reservation for issuance and the
issuance of the Warrant Shares issuable upon exercise thereof have been duly
authorized by the Company's Board of Directors and no further consent or
authorization is required by the Company, its Board of Directors or its
stockholders, (iii) the Transaction Documents have been duly executed and
delivered by the Company, and (iv) the Transaction Documents constitute the
valid and binding obligations of the Company enforceable against the Company in
accordance with their terms, except as such enforceability may be limited by
general principles of equity or applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws relating to, or
affecting generally, the enforcement of creditors' rights and remedies, and (v)
prior to the Closing Date, the Certificate of Designations has been filed with
the Secretary of State of the State of Nevada and will be in full force and
effect, enforceable against the Company in accordance with its terms.

          c.  ISSUANCE OF SECURITIES. The Securities are duly authorized
and, upon issuance in accordance with the terms hereof, shall be (i) validly
issued, fully paid and non-assessable and (ii) free from all taxes, liens and
charges with respect to the issue thereof. The Common Shares shall be entitled
to the rights and preferences set forth in the Company's Articles of
Incorporation (as defined in section 3.d., below) and shall rank pari passu in
all respects with the existing issued shares of the common stock of the Company.
571,500 shares of Company common stock (subject to adjustment pursuant to the
Company's covenant set forth in Section 4(g) below) have been duly authorized
and reserved for issuance upon exercise of the Warrants. Upon exercise in
accordance with the Warrants, the Warrant Shares, respectively, will be validly
issued, fully paid and nonassessable and free from all taxes, liens and charges
with respect to the issue thereof, with the holders being entitled to all rights
accorded to a holder of Company common stock. The issuance by the Company of the
Securities is, and the issuance by the Company of the Warrant Shares shall be,
exempt from registration under the 1933 Act.

          d.  NO CONFLICTS. The execution, delivery and performance of
the Transaction Documents by the Company and the consummation by the Company of
the transactions contemplated hereby and thereby (including, without limitation,
the Company's issuance of the Securities and the reservation for issuance and
issuance of the Warrant Shares) will not (i) result in a violation of the
Company's charter documents, as amended and as in effect on the date hereof (the
"ARTICLES OF INCORPORATION") or the Company's By-laws, as amended and as in


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effect on the date hereof (the "BY-LAWS") or (ii) conflict with, or constitute a
default (or an event which with notice or lapse of time or both would become a
default) under, or give to others any rights of termination, amendment,
acceleration or cancellation of, any material agreement, indenture or instrument
to which the Company or any of its Subsidiaries is a party, or result in a
violation of any law, rule, regulation, order, judgment, or decree (including
federal and state securities laws and regulations and the rules and regulations
of the Principal Market (as defined in Section 4(f) below)) applicable to the
Company or any of its Subsidiaries or by which any property or asset of the
Company or any of its Subsidiaries is bound or affected. Neither the Company nor
its Subsidiaries is in violation of any term of or in default under its charter
documents or By-laws or their charter documents or by-laws, respectively.
Neither the Company or any of its Subsidiaries is in violation of any term of or
in default under any contract, agreement, mortgage, indebtedness, indenture,
instrument, judgment, decree or order or any statute, rule or regulation
applicable to the Company or its Subsidiaries, except for possible conflicts,
defaults, terminations, amendments which would not have a Material Adverse
Effect. The business of the Company and its Subsidiaries is not being conducted,
and shall not be conducted, in violation of any law, ordinance, regulation of
any governmental entity, except for possible violations the sanctions for which
either individually or in the aggregate would not have a Material Adverse
Effect. Except as specifically contemplated by the Transaction Documents and as
required under the 1933 Act, the Company is not required to obtain any consent,
authorization or order of, or make any filing or registration with, any court or
governmental agency or any regulatory or self-regulatory agency in order for it
to execute, deliver or perform any of its obligations under or contemplated by
the Transaction Documents in accordance with the terms hereof or thereof. All
consents, authorizations, orders, filings and registrations which the Company is
required to obtain prior to Closing pursuant to the preceding sentence have been
obtained or effected on or prior to the date hereof. The Company and its
Subsidiaries are unaware of any facts or circumstances that might give rise to
any of the foregoing. The Company is not in violation of the listing
requirements of the Principal Market (as defined in Section 4(f) below).

          e.  SEC DOCUMENTS; FINANCIAL STATEMENTS. As of the Closing, the
Company has filed all reports, schedules, forms, statements and other documents
required to be filed by it with the SEC pursuant to the reporting requirements
of the Securities Exchange Act of 1934, as amended (the "1934 ACT") (all of the
foregoing filed prior to the date hereof and all exhibits included therein and
financial statements and schedules thereto and documents incorporated by
reference therein being hereinafter referred to as the "SEC DOCUMENTS"). As of
their respective dates, the SEC Documents complied in all material respects with
the requirements of the 1934 Act and the rules and regulations of the SEC
promulgated thereunder applicable to the SEC Documents, and none of the SEC
Documents, at the time they were filed with the SEC, contained any untrue
statement of a material fact or omitted to state a material fact required to be
stated therein or necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading. As of their
respective dates, the financial statements of the Company included in the SEC
Documents complied as to form in all material respects with applicable
accounting requirements and the published rules and regulations of the SEC with
respect thereto. Such financial statements have been prepared in accordance with
generally accepted accounting principles, consistently applied, during the
periods


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involved (except (i) as may be otherwise indicated in such financial statements
or the notes thereto, or (ii) in the case of unaudited interim statements, to
the extent they may exclude footnotes or may be condensed or summary statements)
and fairly present in all material respects the financial position of the
Company as of the dates thereof and the results of its operations and cash flows
for the periods then ended (subject, in the case of unaudited statements, to
normal year-end audit adjustments). No other information provided by or on
behalf of the Company to the Buyers which is not included in the SEC Documents,
including, without limitation contains any untrue statement of a material fact
or omits to state any material fact necessary in order to make the statements
therein, in the light of the circumstance under which they are or were made, not
misleading. Neither the Company nor any of its Subsidiaries or any of their
officers, directors, employees, or agents has provided the Buyers with any
material, nonpublic information.

          f.  ABSENCE OF CERTAIN CHANGES. Since the most recent filing by
the Company with the SEC, there has been no material adverse change and no
material adverse development in the business, properties, operations, financial
condition, results of operations or prospects of the Company or its
Subsidiaries. The Company has not taken any steps, and does not currently expect
to take any steps, to seek protection pursuant to any bankruptcy law nor does
the Company or any of its Subsidiaries have any knowledge or reason to believe
that its creditors intend to initiate involuntary bankruptcy proceedings.

          g.  ABSENCE OF LITIGATION. Except as set forth in the SEC
Documents, there is no action, suit, proceeding, inquiry or investigation before
or by any court, public board, government agency, self-regulatory organization
or body pending or, to the knowledge of the Company or any of its Subsidiaries,
threatened against or affecting the Company, the Company's common stock, the
Common Shares or any of the Company's Subsidiaries or any of the Company's or
the Company's Subsidiaries' officers or directors in their capacities as such.

          h. [Reserved].

          i.  NO UNDISCLOSED EVENTS, LIABILITIES, DEVELOPMENTS OR
CIRCUMSTANCES. No event, liability, development or circumstance has occurred or
exists, or is contemplated to occur, with respect to the Company or its
Subsidiaries or their respective business, properties, prospects, operations or
financial condition, that would be required to be disclosed by the Company under
applicable securities laws on a registration statement filed with the SEC
relating to an issuance and sale by the Company of its common stock and which
has not been publicly announced.

          j. NO GENERAL SOLICITATION. Neither the Company, nor any of its
affiliates, nor any person acting on its or their behalf, has engaged in any
form of general solicitation or general advertising (within the meaning of
Regulation D under the 1933 Act) in connection with the offer or sale of the
Securities.

          k.  NO INTEGRATED OFFERING. Neither the Company, nor any of its
affiliates, nor any person acting on its or their behalf has, directly or
indirectly, made any offers or sales


                                       7
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of any security or solicited any offers to buy any security, under circumstances
that would require registration of any of the Securities under the 1933 Act or
cause this offering of the Securities to be integrated with prior offerings by
the Company for purposes of the 1933 Act or any applicable stockholder approval
provisions, including, without limitation, under the rules and regulations of
any exchange or automated quotation system on which any of the securities of the
Company are listed or designated, nor will the Company or any of its
Subsidiaries take any action or steps that would require registration of any of
the Securities under the 1933 Act or cause the offering of the Securities to be
integrated with other offerings.

          l. EMPLOYEE RELATIONS. Neither the Company nor any of its Subsidiaries
is involved in any union labor dispute nor, to the knowledge of the Company or
any of its Subsidiaries, is any such dispute threatened.

          m.  INTELLECTUAL PROPERTY RIGHTS. The Company and its
Subsidiaries own or possess adequate rights or licenses to use all trademarks,
trade names, service marks, service mark registrations, service names, patents,
patent rights, copyrights, inventions, licenses, approvals, governmental
authorizations, trade secrets and rights necessary to conduct their respective
businesses as now conducted. None of the Company's trademarks, trade names,
service marks, service mark registrations, service names, patents, patent
rights, copyrights, inventions, licenses, approvals, government authorizations,
trade secrets or other intellectual property rights have expired or terminated,
or are expected to expire or terminate within two years from the date of this
Agreement. The Company and its Subsidiaries do not have any knowledge of any
infringement by the Company or its Subsidiaries of trademark, trade name rights,
patents, patent rights, copyrights, inventions, licenses, service names, service
marks, service mark registrations, trade secret or other similar rights of
others, or of any such development of similar or identical trade secrets or
technical information by others and the Company and its Subsidiaries are unaware
of any facts or circumstances which might give rise to any of the foregoing. The
Company and its Subsidiaries have taken reasonable security measures to protect
the secrecy, confidentiality and value of all of their intellectual properties.

          n.  ENVIRONMENTAL LAWS. The Company and its Subsidiaries (i)
are in compliance with any and all applicable foreign, federal, state and local
laws and regulations relating to the protection of human health and safety, the
environment or hazardous or toxic substances or wastes, pollutants or
contaminants ("ENVIRONMENTAL LAWS"), (ii) have received all permits, licenses or
other approvals required of them under applicable Environmental Laws to conduct
their respective businesses and (iii) are in compliance with all terms and
conditions of any such permit, license or approval.

          o.  TITLE. The Company and its Subsidiaries have good and
marketable title in fee simple to all real property and good and marketable
title to all personal property owned by them which is material to the business
of the Company and its Subsidiaries, in each case free and clear of all liens,
encumbrances and defects except such as are described in the SEC Documents or
such as do not materially affect the value of such property and do not interfere
with the use made and proposed to be made of such property by the Company and
any of its Subsidiaries. Any real property and facilities held under lease by
the Company and any of its


                                       8
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Subsidiaries are held by them under valid, subsisting and enforceable leases
with such exceptions as are not material and do not interfere with the use made
and proposed to be made of such property and buildings by the Company and its
Subsidiaries.

          p. INSURANCE. The Company and each of its Subsidiaries are insured by
insurers of recognized financial responsibility against such losses and risks
and in such amounts as management of the Company believes to be prudent and
customary in the businesses in which the Company and its Subsidiaries are
engaged and the Company does not have any reason to believe it will not be able
to renew its existing insurance coverage under substantially similar terms for
the next two (2) years.

          q.  REGULATORY PERMITS. The Company and its Subsidiaries
possess all certificates, authorizations and permits issued by the appropriate
federal, state or foreign regulatory authorities necessary to conduct their
respective businesses, and neither the Company nor any such Subsidiary has
received any notice of proceedings relating to the revocation or modification of
any such certificate, authorization or permit.

          r.  TAX STATUS. The Company and each of its Subsidiaries has
made or filed all federal and state income and all other tax returns, reports
and declarations required by any jurisdiction to which it is subject (unless and
only to the extent that the Company and each of its Subsidiaries has set aside
on its books provisions reasonably adequate for the payment of all unpaid and
unreported taxes) and has paid all taxes and other governmental assessments and
charges that are material in amount, shown or determined to be due on such
returns, reports and declarations, except those being contested in good faith
and has set aside on its books provision reasonably adequate for the payment of
all taxes for periods subsequent to the periods to which such returns, reports
or declarations apply. There are no unpaid taxes in any material amount claimed
to be due by the taxing authority of any jurisdiction, and the officers of the
Company know of no basis for any such claim.

          s.  TRANSACTIONS WITH AFFILIATES. Except as set forth in the
SEC Documents filed at least ten days prior to the date hereof, none of the
officers, control parties, control entities, directors, or employees of the
Company is presently a party to any transaction with the Company or any of its
Subsidiaries (other than for services as employees, officers and directors),
including any contract, agreement or other arrangement providing for the
furnishing of services to or by, providing for rental of real or personal
property to or from, or otherwise requiring payments to or from any officer,
director or such employee or, to the knowledge of the Company, any corporation,
partnership, trust or other entity in which any officer, director, or any such
employee has a substantial interest or is an officer, director, trustee or
partner.

          t. ELIGIBILITY. The Company is currently eligible to register the
resale of the Warrant Shares on a registration statement on Form SB-2 under the
1933 Act.

          u. COMMON STOCK OUTSTANDING. As of the date hereof, the number of
shares of common stock issued and outstanding (on an as-converted basis) is
11,442,197.


                                       9
<PAGE>

          v.  As of the date hereof, the number of warrants, options,
convertible shares, or other rights to subscribe for shares of common stock of
the Company (whether pursuant to an employee stock option plan or otherwise)
that have been granted, and have not been exercised or terminated and have not
expired is 186,740, the aggregate exercise, conversion, or subscription price
for which is $1,053,602.85, and the weighted average aggregate exercise,
conversion, or subscription price is $5.64.

          w.  FINANCIAL STATEMENTS. The unaudited consolidated financial
statements of the Company for the three- and nine-month periods ending January
31, 2000, a true copy of which have been delivered to the Buyer and filed with
the Securities and Exchange Commission as a portion of the Company's Quarterly
Report on Form 10-QSB, have been carefully prepared on the basis of US GAAP (for
unaudited statements, and subject to year-end adjustments) and fairly present
the financial state of affairs of the Company, its assets and liabilities, and
profits or losses as of the date and for the periods for which they were
prepared. The unaudited consolidated balance sheet of the Company, as at April
20, 2000, a true copy of which has been delivered to the Buyer, was carefully
prepared by the Company in the ordinary course of its business.

     4. COVENANTS.

          a. BEST EFFORTS. Each party shall use its best efforts timely to
satisfy each of the conditions to be satisfied by it as provided
in Sections 6 and 7 of this Agreement.

          b.  FORM D AND BLUE SKY. The Company agrees to file a Form D
with respect to the Securities as required under Regulation D and to provide a
copy thereof to each Buyer promptly after such filing. The Company shall, on or
before the Closing Date, take such action as the Company shall reasonably
determine is necessary in order to obtain an exemption for or to qualify the
Securities for sale to the Buyers at the Closing pursuant to this Agreement
under applicable securities or "Blue Sky" laws of the states of the United
States, and shall provide evidence of any such action so taken to the Buyers on
or prior to the Closing Date. The Company shall make all filings and reports
relating the offer and sale of the Securities required under applicable
securities or "Blue Sky" laws of the states of the United States following the
Closing Date.

          c.  REPORTING STATUS. Until the earlier of (i) the date which
is one year after the date as of which the Investors (as that term is defined in
the Registration Rights Agreement) may sell all of the Warrant Shares without
restriction pursuant to Rule 144(k) promulgated under the 1933 Act (or successor
thereto), or (ii) the date on which (A) the Investors shall have sold all the
Warrant Shares (the "REGISTRATION PERIOD") and (B) none of the Common Shares or
Warrants is outstanding, the Company shall file all reports required to be filed
with the SEC pursuant to the 1934 Act, and the Company shall not terminate its
status as an issuer required to file reports under the 1934 Act even if the 1934
Act or the rules and regulations thereunder would otherwise permit such
termination.

          d. RESERVED.


                                       10
<PAGE>

          e.  RIGHT OF FIRST REFUSAL. Subject to the exceptions described
below, the Company and its Subsidiaries shall not negotiate or contract with any
party for any equity financing (including any debt financing with an equity
component) or issue any equity securities of the Company or any Subsidiary or
securities convertible or exchangeable into or for equity securities of the
Company or any Subsidiary (including debt securities with an equity component)
in any form ("FUTURE OFFERINGS") during the period beginning on the date hereof
and ending on, and including, the date which is 180 days after the Closing Date,
unless it shall have first delivered to each Buyer or a designee appointed by
such Buyer written notice (the "FUTURE OFFERING NOTICE") describing the proposed
Future Offering, including the terms and conditions thereof, and providing each
Buyer an option to purchase up to its Aggregate Percentage (as defined below) of
the securities to be issued in such Future Offering, as of the date of delivery
of the Future Offering Notice, in the Future Offering (the limitations referred
to in this sentence is referred to as the "CAPITAL RAISING LIMITATIONS"). For
purposes of this Section 4(e), "AGGREGATE PERCENTAGE" at any time with respect
to any Buyer shall mean the percentage obtained by dividing (i) the aggregate
number of the Common Shares initially issued and the Closing to such Buyer by
(ii) the aggregate number of the Common Shares sold to the Buyers by the Company
at the Closing in connection with the Offering. A Buyer can exercise its option
to participate in a Future Offering by delivering written notice thereof to
participate to the Company within fourteen (14) business days after receipt of a
Future Offering Notice, which notice shall state the quantity of securities
being offered in the Future Offering that such Buyer will purchase, up to its
Aggregate Percentage, and that number of securities it is willing to purchase in
excess of its Aggregate Percentage. In the event that one or more Buyers fail to
elect to purchase up to each such Buyer's Aggregate Percentage, then each Buyer
which has indicated that it is willing to purchase a number of securities in
such Future Offering in excess of its Aggregate Percentage shall be entitled to
purchase its pro rata portion (determined in the same manner as described in the
preceding sentence) of the securities in the Future Offering which one or more
of the Buyers have not elected to purchase. In the event the Buyers fail to
elect to fully participate in the Future Offering within the periods described
in this Section 4(e), the Company shall have 45 days thereafter to sell the
securities of the Future Offering that the Buyers did not elect to purchase,
upon terms and conditions, no more favorable to the purchasers thereof than
specified in the Future Offering Notice. In the event the Company has not sold
such securities of the Future Offering within such 45 day period, the Company
shall not thereafter issue or sell such securities without first offering such
securities to the Buyers in the manner provided in this Section 4(e). The
Capital Raising Limitations shall not apply to (i) a loan from a commercial bank
which does not have any equity feature, (ii) any transaction involving the
Company's issuances of securities (A) as consideration in a merger or
consolidation, or (B) as consideration for the acquisition of a business,
product, license or other assets by the Company, (iii) the issuance of common
stock in a firm commitment, underwritten public offering, (iv) the issuance of
securities upon exercise or conversion of the Company's options, warrants or
other convertible securities outstanding as of the date hereof, (v) the grant of
additional options or warrants, or the issuance of additional securities, under
any Company stock option plan, restricted stock plan or stock purchase plan for
the benefit of the Company's employees or directors, or (vi) any non-public
offerings through, facilitated by, or placed by or with either or both of
Isosceles Capital or Lakeshore Capital Limited ((i) through (vi) collectively,
the "EXEMPT ISSUANCES"). The Buyers shall not be required to participate or
exer-


                                       11
<PAGE>

cise their right of first refusal with respect to a particular Future Offering
in order to exercise their right of first refusal with respect to later Future
Offerings.

          f.  LISTING. The Company shall promptly secure the listing of
all of the Registrable Securities (as that term is defined in the Registration
Rights Agreement) upon each national securities exchange, automated quotation
system or bulletin board system, if any, upon which shares of the Company's
common stock are then listed (subject to official notice of issuance) and shall
maintain, so long as any other shares of common stock shall be so listed, such
listing of all Registrable Securities from time to time issuable under the terms
of the Transaction Documents. The Company shall utilize its best efforts to
cause the Company's Common Stock to be authorized for quotation on the Nasdaq
National Market ("NNM") or the Nasdaq Small-Cap Market ("NSCM") and the Company
shall maintain the Common Stock's authorization for quotation on the NNM, NSCM,
or OTC Electronic Bulletin Board, as applicable,(the "PRINCIPAL MARKET").
Neither the Company nor any of its Subsidiaries shall take any action that would
be reasonably expected to result in the delisting or suspension of Company
common stock on the Principal Market. The Company shall promptly, and in no
event later than the following business day, provide to each Buyer copies of any
notices it receives from the Principal Market regarding the continued
eligibility of Company common stock for listing on such automated quotation
system or securities exchange. The Company shall pay all fees and expenses in
connection with satisfying its obligations under this Section 4(f).

          g.  RESERVATION OF SHARES. The Company shall take all action
necessary to at all times have authorized, and reserved for the purpose of
issuance, no less than 200% of the number of shares of Company common stock
needed to provide for the issuance of the shares of Company common stock upon
exercise of all outstanding Warrants.

          h.  ISSUANCE OF WARRANT SHARES. The issuance of the Warrant
Shares shall be duly authorized, and when issued in accordance with the
Warrants, the Warrant Shares will be validly issued, fully paid and
non-assessable and free of all taxes, liens, charges and preemptive rights with
respect to the issue thereof.

          i.  LIMITATION ON FILING REGISTRATION STATEMENTS. The Company
shall not file a registration statement (other than the Registration Statement
(as defined in the Registration Rights Agreement) or a registration statement on
Form S-8) covering the sale or resale of shares of Company common stock with the
SEC during the period beginning on the date hereof and ending on the date which
is 90 days after the Registration Statement has been declared effective by the
SEC.

          j. INDEPENDENT AUDITORS. The Company shall, until at least three (3)
years after the Closing Date, maintain as its independent auditors an accounting
firm authorized to practice before the SEC.

          k.  CORPORATE EXISTENCE AND TAXES. The Company shall, until at
least the later of (i) the date that is three (3) years after the Closing Date
or (ii) the exercise of all Warrants purchased pursuant to this Agreement,
maintain its corporate existence in good standing


                                       12
<PAGE>

(provided, however, that the foregoing covenant shall not prevent the Company
from entering into any merger or corporate reorganization as long as the
surviving entity in such transaction, if not the Company, has common stock
listed for trading on the Principal Market and shall pay all its taxes when due
except for taxes which the Company disputes).

     5. TRANSFER AGENT INSTRUCTIONS.

     The Company shall issue irrevocable instructions to its transfer agent (the
"TRANSFER AGENT"), and any subsequent transfer agent, substantially in the form
of EXHIBIT D hereto (the "TRANSFER AGENT INSTRUCTIONS") to issue certificates,
registered in the name of each Buyer or its respective nominee(s), for the
Warrant Shares, in such amounts as specified from time to time by each Buyer to
the Company upon exercise of the Warrants, as applicable. Prior to registration
of the Warrant Shares under the 1933 Act, all such certificates shall bear the
restrictive legend specified in Section 2(g) of this Agreement. The Company
warrants that no instruction other than the Transfer Agent Instructions referred
to in this Section 5, and stop transfer instructions to give effect to Section
2(f) hereof will be given by the Company to its Transfer Agent and that the
Securities shall otherwise be freely transferable on the books and records of
the Company as and to the extent provided in this Agreement and the Registration
Rights Agreement. Nothing in this Section 5 shall affect in any way each Buyer's
obligations and agreements set forth in Section 2(g) to comply with all
applicable prospectus delivery requirements, if any, upon resale of the
Securities. If a Buyer provides the Company with an opinion of counsel, in a
generally acceptable form, to the effect that a public sale, assignment or
transfer of the Securities may be made without registration under the 1933 Act
or the Buyer provides the Company with reasonable assurances that the Securities
can be sold pursuant to Rule 144 without any restriction as to the number of
securities acquired as of a particular date that can then be immediately sold,
the Company shall permit the transfer, and, in the case of the Warrant Shares,
promptly instruct its Transfer Agent to issue one or more certificates in such
name and in such denominations as specified by such Buyer and without any
restrictive legend. The Company acknowledges that a breach by it of its
obligations hereunder will cause irreparable harm to the Buyers by vitiating the
intent and purpose of the transaction contemplated hereby. Accordingly, the
Company acknowledges that the remedy at law for a breach of its obligations
under this Section 5 will be inadequate and agrees, in the event of a breach or
threatened breach by the Company of the provisions of this Section 5, that the
Buyers shall be entitled, in addition to all other available remedies, to an
order and/or injunction restraining any breach and requiring immediate issuance
and transfer, without the necessity of showing economic loss and without any
bond or other security being required.

     6. CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL.

     The obligation of the Company hereunder to issue and sell the Common Shares
and Warrants to each Buyer at the Closing is subject to the satisfaction, at or
before the Closing Date, of each of the following conditions, provided that
these conditions are for the Company's sole benefit and may be waived by the
Company at any time in its sole discretion by providing each Buyer with prior
written notice thereof:


                                       13
<PAGE>

          a. Such Buyer shall have executed each of the Transaction Documents,
where appropriate, to which it is a party and delivered the same to the Escrow
Agent for the transactions contemplated by this Agreement;

          b.  The representations and warranties of such Buyer shall be
true and correct in all material respects as of the date when made and as of the
Closing Date as though made at that time (except for representations and
warranties that speak as of a specific date), and such Buyer shall have
performed, satisfied and complied in all material respects with the covenants,
agreements and conditions required by this Agreement to be performed, satisfied
or complied with by such Buyer at or prior to the Closing Date; and

          c.  Such Buyer shall have delivered to the Escrow Agent such
other documents relating to the transactions contemplated by this Agreement as
the Escrow Agent may reasonable request.

          7. CONDITIONS TO EACH BUYER'S OBLIGATION TO PURCHASE.

          The obligation of each Buyer hereunder to purchase the Common Shares
and Warrants at the Closing is subject to the satisfaction, at or before the
Closing Date, of each of the following conditions, provided that these
conditions are for each Buyer's sole benefit and may be waived by such Buyer at
any time in its sole discretion by providing the Company with prior written
notice thereof:

          a. The Company shall have executed each of the Transaction Documents
and delivered the same to the Escrow Agent;

          b. The Company's common stock shall be authorized for quotation on the
Principal Market and trading in Company common stock shall not have been
suspended by the SEC or the Principal Market;

          c. The representations and warranties of the Company shall be
true and correct as of the date when made and as of the Closing Date as though
made at that time (except for representations and warranties that speak as of a
specific date) and the Company shall have performed, satisfied and complied with
the covenants, agreements and conditions required by the Transaction Documents
to be performed, satisfied or complied with by the Company at or prior to the
Closing Date;

          d. The Company shall have executed and delivered to the Escrow
Agent the Common Stock Certificates and Warrants (in such denominations as such
Buyer shall request) for the Common Shares and Warrants being purchased by such
Buyer at the Closing;

          e. The Transfer Agent Instructions shall have been delivered to and
acknowledged in writing by the Company's transfer agent and a copy of the
executed Transfer Agent Instructions shall have been delivered to the Escrow
Agent;


                                       14
<PAGE>

          f. The Company shall have made all filings under all applicable
federal and state securities laws necessary to consummate the issuance of the
Securities pursuant to this Agreement in compliance with such laws;

          g. As of the Closing Date, the Company shall have reserved out
of its authorized and unissued common stock, solely for the purpose of effecting
the exercise of the Warrants, no less than 200% of the number of shares of
Company common stock needed to provide for the issuance of the shares of Company
common stock upon exercise of all outstanding Warrants;

          h. The Company shall have delivered to the Escrow Agent such other
documents relating to the transactions contemplated by this Agreement as the
Escrow Agent may reasonably request;

          i. The Board of Directors of the Company shall have adopted
resolutions consistent with Section 3(b)(ii) above and in a form reasonably
acceptable to such Buyer;

          j. The Company shall have delivered to such Buyer copies of
certificates evidencing the incorporation and good standing of the Company and
each Subsidiary in such corporation's state of incorporation issued by the
Secretary of State of such state of incorporation as of a date within 30 days of
the Closing; and

          k. The Company shall have delivered to such Buyer a copy of the
Articles of Incorporation.

     8. INDEMNIFICATION.

     In consideration of each Buyer's execution and delivery of the Transaction
Documents and acquiring the Securities thereunder and in addition to all of the
Company's other obligations under the Transaction Documents, the Company shall
defend, protect, indemnify and hold harmless each Buyer and each other holder of
the Securities and all of their stockholders, officers, directors, employees and
direct or indirect investors and any of the foregoing person's agents or other
representatives (including, without limitation, those retained in connection
with the transactions contemplated by this Agreement) (collectively, the
"INDEMNITEES") from and against any and all actions, causes of action, suits,
claims, losses, costs, penalties, fees, liabilities and damages, and expenses in
connection therewith (irrespective of whether any such Indemnitee is a party to
the action for which indemnification hereunder is sought or whether such
Indemnitee commenced such action), and including reasonable attorneys' fees and
disbursements (the "INDEMNIFIED LIABILITIES"), incurred by any Indemnitee as a
result of, or arising out of, or relating to (a) any misrepresentation or breach
of any representation or warranty made by the Company in the Transaction
Documents or any other certificate, instrument or document contemplated hereby
or thereby, (b) any breach of any covenant, agreement or obligation of the
Company contained in the Transaction Documents or any other certificate,
instrument or document contemplated hereby or thereby, (c) any cause of action,
suit or claim brought or made against such Indemnitee and arising out of or
resulting from the


                                       15
<PAGE>

execution, delivery, performance or enforcement of the Transaction Documents or
any other certificate, instrument or document contemplated hereby or thereby,
(d) any transaction financed or to be financed in whole or in part, directly or
indirectly, with the proceeds of the issuance of the Securities or (e) the
status of such Buyer or holder of the Securities as an investor in the Company.
To the extent that the foregoing undertaking by the Company may be unenforceable
for any reason, the Company shall make the maximum contribution to the payment
and satisfaction of each of the Indemnified Liabilities, which is permissible
under applicable law.

     9. GOVERNING LAW; MISCELLANEOUS.

          a.  GOVERNING LAW; JURISDICTION; JURY TRIAL. This Agreement
shall be governed by and construed in all respects by the internal laws of the
State of California (except for the proper application of the United States
federal securities laws), without giving effect to any choice of law or conflict
of law provision or rule (whether of the State of California or any other
jurisdictions) that would cause the application of the laws of any jurisdictions
other than the State of California. Each party hereby irrevocably submits to the
non-exclusive jurisdiction of the state and federal courts sitting in the County
of Orange. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND
AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE
HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY
TRANSACTION CONTEMPLATED HEREBY.

          b. COUNTERPARTS. This Agreement may be executed in two or more
identical counterparts, all of which shall be considered one and
the same agreement and shall become effective when counterparts have been signed
by each party and delivered to the other party; provided that a facsimile
signature shall be considered due execution and shall be binding upon the
signatory thereto with the same force and effect as if the signature were an
original, not a facsimile signature.

          c. HEADINGS. The headings of this Agreement are for convenience of
reference and shall not form part of, or affect the interpretation of,
this Agreement.

          d. SEVERABILITY. If any provision of this Agreement shall be invalid
or unenforceable in any jurisdiction, such invalidity or unenforceability shall
not affect the validity or enforceability of the remainder of this Agreement in
that jurisdiction or the validity or enforceability of any provision of this
Agreement in any other jurisdiction.

          e. ENTIRE AGREEMENT; AMENDMENTS. This Agreement supersedes all
other prior oral or written agreements between the Buyers, the Company, their
affiliates and persons acting on their behalf with respect to the matters
discussed herein, and this Agreement and the instruments referenced herein
contain the entire understanding of the parties with respect to the matters
covered herein and therein and, except as specifically set forth herein or
therein, neither the Company nor any Buyer makes any representation, warranty,
covenant or undertaking with respect to such matters. No provision of this
Agreement may be amended other than by


                                       16
<PAGE>

an instrument in writing signed by the Company and the Buyers (provided that the
Buyers then own at least two-thirds (2/3) of the Common Shares purchased by them
hereunder), and no provision hereof may be waived other than by an instrument in
writing signed by the party against whom enforcement is sought.

          f. NOTICES. Any notices, consents, waivers or other
communications required or permitted to be given under the terms of this
Agreement must be in writing and will be deemed to have been delivered: (i) upon
receipt, when delivered personally; (ii) upon receipt, when sent by facsimile
(provided confirmation of transmission is mechanically or electronically
generated and kept on file by the sending party); or (iii) one business day
after deposit with a nationally recognized overnight delivery service, in each
case properly addressed to the party to receive the same. The addresses and
facsimile numbers for such communications shall be:

          If to the Company:

          e-Net Financial.com Corporation
          3200 Bristol Street, Suite
          700 Costa Mesa, California 92626
          Telephone:        (714) 557-2222
          Facsimile:        (714) 557-2208
          Attention:        President

          With a copy to:

          Bryan Cave LLP
          18881 Von Karman Avenue, Suite 1500
          Irvine, California 92612
          Telephone:        (949) 223-7000
          Facsimile:        (949) 223-7100
          Attention:        Randolf W. Katz, Esq.

          If to the Transfer Agent:

          Holladay Stock Transfer
          2939 North 67th Place
          Scottsdale, Arizona 85251
          Telephone:        (480) 481-3940
          Facsimile:        (480) 481-3941
          Attention:        Sharon Owen

          If to a Buyer, to it at the address and facsimile number set forth on
SCHEDULE 1 with copies to such Buyer's representatives as set forth on SCHEDULE
1, or at such other address and/or facsimile number and/or to the attention of
such other person as the recipient party has


                                       17
<PAGE>

specified by written notice given to each other party five days prior to the
effectiveness of such change.

          g. SUCCESSORS AND ASSIGNS. This Agreement shall be binding
upon and inure to the benefit of the parties and their respective successors and
assigns, including any purchasers of the Common Shares. The Company shall not
assign this Agreement or any rights or obligations hereunder without the prior
written consent of holders of at least two-thirds (2/3) of the Common Shares
then outstanding. A Buyer may assign some or all of its rights hereunder without
the consent of the Company, PROVIDED, HOWEVER, that any such assignment shall
not release such Buyer from its obligations hereunder unless such obligations
are assumed by such assignee and the Company has consented to such assignment
and assumption.

          h. NO THIRD-PARTY BENEFICIARIES. This Agreement is intended for the
benefit of the parties hereto and their respective permitted successors and
assigns, and is not for the benefit of, nor may any provision hereof be enforced
by, any other person.

          i. SURVIVAL. Unless this Agreement is terminated under Section 9(k),
the agreements and covenants set forth in Sections 4, 5, and 9 and the
indemnification provisions set forth in Section 8 shall survive the Closing.
Each Buyer shall be responsible only for its own representations, warranties,
agreements and covenants hereunder.

          j. FURTHER ASSURANCES. Each party shall do and perform, or
cause to be done and performed, all such further acts and things, and shall
execute and deliver all such other agreements, certificates, instruments and
documents, as the other party may reasonably request in order to carry out the
intent and accomplish the purposes of this Agreement and the consummation of the
transactions contemplated hereby.

          k. TERMINATION. In the event that the Closing shall not have occurred
with respect to a Buyer on or before three (3) business days from
the date hereof due to the Company's or such Buyer's failure to satisfy the
conditions set forth in Sections 6 and 7 above (and the nonbreaching party's
failure to waive such unsatisfied condition(s)), the nonbreaching party shall
have the option to terminate this Agreement with respect to such breaching party
at the close of business on such date without liability of any party to any
other party; provided, however, that if this Agreement is terminated pursuant to
this Section 9(k), the Company shall remain obligated to reimburse the
nonbreaching Buyers for the expenses described in Section 7(i) above.

          l. PLACEMENT AGENT. The Company acknowledges that it has
engaged Elliot Lane & Associates as placement agent in connection with the sale
of the Common Shares and Warrants, which placement agent may have formally or
informally engaged other agents on its behalf. The Company shall be responsible
for the payment of any placement agent's fees or broker's commissions relating
to or arising out of the transactions contemplated hereby. The Company shall
pay, and hold each Buyer harmless against, any liability, loss or expense
(including, without limitation, attorneys' fees and out of pocket expenses)
arising in connection with any such claim.


                                       18
<PAGE>

          m. NO STRICT CONSTRUCTION. The language used in this Agreement will be
deemed to be the language chosen by the parties to express their mutual intent,
and no rules of strict construction will be applied against any party.

          n. REMEDIES. Each Buyer and each holder of the Securities
shall have all rights and remedies set forth in the Transaction Documents and
all rights and remedies which such holders have been granted at any time under
any other agreement or contract and all of the rights which such holders have
under any law. Any Person having any rights under any provision of this
Agreement shall be entitled to enforce such rights specifically (without posting
a bond or other security), to recover damages by reason of any breach of any
provision of this Agreement and to exercise all other rights granted by law.

          o. PAYMENT SET ASIDE. To the extent that the Company makes a
payment or payments to the Buyers hereunder or pursuant to the Transaction
Documents or the Buyers enforce or exercise their rights hereunder or
thereunder, and such payment or payments or the proceeds of such enforcement or
exercise or any part thereof are subsequently invalidated, declared to be
fraudulent or preferential, set aside, recovered from, disgorged by or are
required to be refunded, repaid or otherwise restored to the Company, a trustee,
receiver or any other person under any law (including, without limitation, any
bankruptcy law, state or federal law, common law or equitable cause of action),
then to the extent of any such restoration the obligation or part thereof
originally intended to be satisfied shall be revived and continued in full force
and effect as if such payment had not been made or such enforcement or setoff
had not occurred.

     IN WITNESS WHEREOF, the Buyers and the Company have caused this Securities
Purchase Agreement to be duly executed as of the date first written above.

COMPANY:                                 BUYERS:

E-NET FINANCIAL.COM CORPORATION          JUPITER UNIT TRUST MANAGERS
                                         LIMITED, as discretionary investment
                                         manager of the Jupiter European Special
                                         Situations Fund




By:                                      By:
   --------------------------------------   ------------------------------------
   James Shipley, Chief Executive Officer   --------------------------, Director


                                       19
<PAGE>


                          SCHEDULE 1: LIST OF INVESTORS

<TABLE>
<CAPTION>

                             INVESTOR ADDRESS           PURCHASE    NUMBER OF COMMON     NUMBER OF     SEND COPIES OF ALL
    INVESTOR'S NAME        AND FACSIMILE NUMBER          PRICE           SHARES       WARRANT SHARES   COMMUNICATIONS TO
---------------------      --------------------         --------    ----------------  --------------   ------------------
<S>                        <C>                          <C>              <C>              <C>         <C>



RBSTB NOMINEES LIMITED     67, LOMBARD STREET,          $2,000,000       666,667           333,334    JUPITER UNIT TRUST MANAGERS
(A/C 7019), AS TRUSTEE     LONDON EC3P 3DL                                                            LIMITED
OF THE JUPITER EUROPEAN    ENGLAND                                                                    1, GROSVENOR PLACE
SPECIAL SITUATIONS FUND                                                                               LONDON SW1X 7JJ

                                                                                                      TELEPHONE: 011-44-20-7412-0703

                                                                                                      FAX:  011-44-20-7412-0705

                                                                                                      ATTENTION:  RICHARD P. PEASE

</TABLE>





<PAGE>

                                    EXHIBITS

Exhibit A         Form of Warrant
Exhibit B         Form of Registration Rights Agreement
Exhibit C         Form of Transfer Agent Instructions