FEE AGREEMENT & NON CIRCUMVENT

The undersigned Thomas S. Hughes, for and on behalf of eConnect,
Inc. and any associated/related corporations/funds/partnerships
and/or holding companies including but not limited to
client/business accounts over which he has discretionary powers,
hereinafter referred to as eConnect hereby appoints Red Iguana
Trading Company, Inc., hereinafter referred to as Red Iguana, to
procure acquisition targets which may be purchased on a cash,
equity/stock/debt or promissory note basis, eConnect will submit
to lenders and/or investors/institutions or acquisition targets,
financial data and information sufficient for the purposes of
facilitating such transactions and to attend any
meetings/conference calls necessary to the acquisition process.

Non-Circumvention:

eConnect acknowledges that Red Iguana may be introducing eConnect
to one or more of its clients, projects, financial resources or
acquisition targets (collectively, "Red Iguana Contacts") with
whom eConnect may have an interest in creating a business
relationship of some degree or nature.  eConnect agrees that it
shall not conduct any business discussions with any Red Iguana
Contacts without the prior knowledge of Red Iguana.  For purposes
hereof, Red Iguana shall only be deemed to have knowledge of the
discussions by eConnect with any of the Red Iguana Contacts, if
eConnect shall have disclosed the details of such discussions to
Red Iguana in writing or by having any of Red Iguana's
representatives present at any such meetings where such
introductions are made, or have been present on conference calls
between the said parties.

Confidentiality:

eConnect and each of the directors, officers, employees, agents,
advisors, affiliates and representatives of any associated
business (collectively, "Representatives), shall treat any and
all confidential information furnished to eConnect by Red Iguana
or any of Red Iguana's Representatives in the strictest
confidence.  eConnect agrees that the confidential information
will be used solely for the purpose of evaluating a possible
transaction with Red Iguana's contacts.  eConnect also agrees
that it will not disclose any of the Confidential Information to
any third party without the prior written consent of Red Iguana
provided, however, that any such information may be disclosed to
eConnect Representatives who need to know such information for
the purpose of evaluating the possible transaction on behalf of
Red Iguana and who agree to keep such information confidential
and to be bound by this Agreement to the same extent as if they
were parties hereto.  eConnect agrees to be responsible for the
compliance by its Representatives with the terms of this
Agreement and the unauthorized use or disclosure by such
Representatives of confidential information disclosed by eConnect
or Red Iguana to such Representatives.

Notwithstanding the foregoing, access to and use of confidential
information shall be restricted to those Representatives of
eConnect with a need to use the information to perform the
services or analyses specifically requested by Red Iguana of
eConnect.

Fees:

eConnect agrees to compensate Red Iguana with a fee based on the
gross value of the transaction including but not limited to cash
price, value of stock swap, assumption of debt, promissory note
value, lines of credit, joint ventures or any combination
thereof.  The fee will be agreed at 9% (nine percent) plus
accountable expenses, payable in cash and/or stock at eConnect
and Red Iguana's discretion.  The time period for this Agreement
shall be for two years from the date of signing or from the date
that the transaction occurs, whichever is greater.  Any such fee
shall be payable on a structured basis as per the following
schedule:

The cash fee will be payable at the earlier of:

When the Company has obtained financing that cumulatively reaches
four times the fee due on the closing of the initial acquisition
or transaction; or

On the sale of all or part of the business whether in cash or
stock, the cash element will be first used to meet the liability
due as a result of the fee deriving from the contemplated
transaction.  In the event that the sale is completed for stock,
the fees due and unpaid at that point will be paid in freely
tradable stock.

It is further understood that this Agreement is irrevocable and
shall be placed in the lender's/investor's or other's escrow
account as a demand, and that any aforementioned fees shall be
paid from the cash proceeds of said escrow, subject to the above
provisions.

This Agreement shall be construed and interpreted in accordance
with the laws of the state of Florida, USA.  Any controversy or
claim arising out of or relating to this contract, or the breach
thereof, shall be settled by arbitration in accordance with local
law.  Any reasonable attorney's fees and costs shall be paid in
the event of a subsequent judgment against any part hereto.

FULL AUTHORITY TO EXECUTE THIS AGREEMENT ON BEHALF OF ALL PARTIES
IN INTEREST IS WARRANTED TO BE HELD BY THE UNDERSIGNED.

Dated:  January 2, 2000.

Econnect                          Red Iguana Trading Company


By: /s/  Thomas S. Hughes         By: /s/  T.A. Sandelier, III
Thomas S. Hughes, President       T. A. Sandelier, III, President