FORM OF DEBENTURE


THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND
ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE
REGISTRATION REQUIREMENTS OF SUCH LAWS.  THE SECURITIES ARE SUBJECT
TO RESTRICTIONS OF TRANSFERABILITY AND RESALE AND MAY NOT BE
TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SUCH LAWS PURSUANT
TO REGISTRATION OR AN EXEMPTION THEREFROM.  THE SECURITIES HAVE NOT
BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE
FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS
OFFERING OR THE ACCURACY OR ADEQUACY OF THE OFFERING MATERIALS.  ANY
REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

ISSUANCE DATE			 			May __, 1999
DUE DATE							May __, 2002

AMOUNT							$500,000
NUMBER							MAY-1999-101


	FOR VALUE RECEIVED, eConnect, a Nevada corporation (the
"Company"), hereby promises to pay to
_______________________________ or registered assigns (the "Holder")
on May __, 2002, (the "Maturity Date"), the principal amount of Five
Hundred Thousand Dollars ($500,000) U.S., and to pay interest on the
principal amount hereof, in such amounts, at such times and on such
terms and conditions as are specified herein.

Article 1. Interest

	The Company shall pay interest on the unpaid principal amount
of this Debenture (the "Debenture") at the rate of six percent
(6.0%) per annum,  payable at the time of each conversion, with
respect to the principal amount of the Debenture being converted,
until the principal amount hereof is paid in full or has been
converted. Interest shall be computed on the basis of a three
hundred sixty (360) day year of twelve (12), thirty (30) day months.
 Each payment shall be paid in cash or in freely trading Common
Stock of the Company, at the Company's option. If the interest is to
be paid in cash, the Company shall make such payment within five (5)
business days of the of "Conversion Date" as that term is defined in
Section 3.2(b).   If the interest  is to be paid in Common Stock,
said Common Stock shall be delivered to the Holder, or per Holder's
instructions, within five (5) business days of the date of
conversion. The Debentures are subject to automatic conversion at
the end of three years from the date of issuance at which time all
Debentures outstanding will be automatically converted based upon
the formula set forth in Section 3.2.  The closing shall be deemed
to have occurred on the date the funds are received by the Company
or its Counsel (the "Closing Date").

Article 2. Method of Payment

	This Debenture must be surrendered to the Company in order for
the Holder to receive payment of the principal amount hereof.  The
Company shall have the option of paying the interest on this
Debenture in United States dollars or in common stock upon
conversion pursuant to Article 1 hereof.  The Company may draw a
check for the payment of interest to the order of the Holder of this
Debenture and mail it to the Holder's address as shown on the
Register (as defined in Section 7.2 below).  Interest and principal
payments shall be subject to withholding under applicable United
States Federal Internal Revenue Service Regulations.

Article 3.  Conversion

	Section 3.1.  Conversion Privilege

	(a)  The Holder of this Debenture shall have the right, at its
option, to convert it into shares of common stock, par value of one
tenth of one cent ($0.001) per share, of the Company ("Common
Stock") at any time which is before the close of business on the
Maturity Date, except as set forth in Section 3.1(c) below.  The
number of shares of Common Stock issuable upon the conversion of
this Debenture is determined pursuant to Section 3.2 and rounding
the result to the nearest whole share.

	(b)  Less than all of the principal amount of this Debenture
may be converted into Common Stock if the portion converted is five
thousand dollars ($5,000) or a whole multiple of five thousand
dollars ($5,000) and the provisions of this Article 3 that apply to
the conversion of all of the Debenture shall also apply to the
conversion of a portion of it.  This Debenture may not be converted,
whether in whole or in part, except in accordance with Article 3.

	(c)  In the event all or any portion of this Debenture remains
outstanding on the third anniversary of the date hereof, the
unconverted portion of such Debenture will automatically be
converted into shares of Common Stock on such date in the manner set
forth in Section 3.2.

	Section 3.2.  Conversion Procedure.

	(a)	Debentures.  Upon the Company's receipt of a facsimile or
original of Holder's signed Notice of Conversion and the original
Debenture to be converted, the Company shall instruct  its transfer
agent to issue one or more Certificates representing that number of
shares of Common Stock into which the Debenture, or portion thereof is
convertible in accordance with the provisions regarding conversion set
forth in the conversion notice.  The Company or its counsel shall act
as Registrar and shall maintain an appropriate ledger containing the
necessary information with respect to each Debenture.

	(b)  Conversion Date.	The face amount of the Debentures, plus
accrued interest, may be converted anytime after the Closing Date.
Such conversion shall be effectuated by surrendering to the Company,
or its attorney, this Debenture to be converted together with a
facsimile or original of the signed Notice of Conversion which
evidences Holder's intention to convert the Debenture indicated. The
date on which the Notice of Conversion is effective ("Conversion
Date") shall be deemed to be the date on which the Holder has
delivered to the Company a facsimile or original of the signed Notice
of Conversion, as long as the original Debentures to be converted are
received by the Company or its designated attorney within five (5)
business days thereafter.  As long as the Debentures to be converted
are received by the Company or its designated attorney within five (5)
business days after it receives a facsimile or original of the signed
Notice of Conversion, the Company shall deliver to the Holder, or per
the Holder's instructions, the shares of Common Stock, without
restrictive legend or stop transfer instructions, within four (4)
business days of receipt of the facsimile Conversion Notice.

	(c) Issuance of Common Stock.	Upon the conversion of any
Debentures and upon receipt by the Company or its attorney of a
facsimile or original of Holder's signed conversion notice Company
shall instruct Company's transfer agent to issue Stock Certificates
with restrictive legend or stop transfer instructions, as may be
required pursuant to the terms of the Subscription Agreement entered
into by the Company and Holder in the name of Holder (or its nominee)
and in such denominations to be specified at conversion representing
the number of shares of Common Stock issuable upon such conversion, as
applicable.  Company warrants that no instructions, other than these
instructions, have been given or will be given to the transfer agent
and that the Common Stock shall otherwise be freely transferable on
the books and records of Company.

	(d)	Conversion Rate. Anytime after the Closing Date, Holder
is entitled to convert the face amount of this Debenture, plus accrued
interest, into Common Stock at the lesser of (a) $0.72 or (b) seventy
percent (70%) of the average of the lowest three (3) day bid prices as
reported by Bloomberg, LP for the twenty day period prior to the
Conversion Date (each being referred to as the "Conversion Price"). No
fractional shares or scrip representing fractions of shares will be
issued on conversion, but the number of shares issuable shall be
rounded up or down, as the case may be, to the nearest whole share.

	The Debentures are subject to a mandatory, thirty-six (36) month
conversion feature at the end of which all Debentures outstanding will
be automatically converted, upon the terms set forth in this section
("Mandatory Conversion Date").

	(e)  Nothing contained in this Debenture shall be deemed to
establish or require the payment of interest to the Company at a rate
in excess of the maximum rate permitted by governing law.  In the
event that the rate of interest required to be paid exceeds the
maximum rate permitted by governing law, the rate of interest required
to be paid thereunder shall be automatically reduced to the maximum
rate permitted under the governing law and such excess shall be
returned with reasonable promptness by the Holder to the Company.

	(f) It shall be the Company's responsibility to take all
necessary actions and to bear all such costs to issue the
Certificate of Common Stock as provided herein, including the
responsibility and cost for delivery of an opinion letter to the
transfer agent, if so required.  The person in whose name the
certificate of Common Stock is to be registered shall be treated as
a shareholder of record on and after the conversion date. Upon
surrender of any Debentures that are to be converted in part, the
Company shall issue to the Holder a new Debenture equal to the
unconverted amount, if so requested in writing by Holder.

	(g)  In the event the Common Stock is not delivered per the
written instructions of the Holder, within four (4)  business days
after the Conversion Date, then in such event the Company shall pay
to Holder one percent (1%) in cash, of the dollar value of the
Debentures being converted per each day after the fourth (4th)
business day following the Conversion Date that the Common Stock is
not delivered.

	The Company acknowledges that its failure to deliver the
Common Stock within four (4) business days after the Conversion Date
will cause the Holder to suffer damages in an amount that will be
difficult to ascertain.  Accordingly, the parties agree that it is
appropriate to include in this Agreement a provision for liquidated
damages.  The parties acknowledge and agree that the liquidated
damages provision set forth in this section represents the parties'
good faith effort to qualify such damages and, as such, agree that
the form and amount of such liquidated damages are reasonable and
will not constitute a penalty.  The payment of liquidated damages
shall not relieve the Company from its obligations to deliver the
Common Stock pursuant to the terms of this Agreement.

	To the extent that the failure of the Company to issue the
Common Stock pursuant to this Section 4 is due to the unavailability
of authorized but unissued shares of Common Stock, the provisions of
this Section 4(g) shall not apply but instead the provisions of
Section 4(h) shall apply.

	The Company shall make any payments incurred under this
Section 4(g) in immediately available funds within three (3)
business days from the date of issuance of the applicable Common
Stock.  Nothing herein shall limit a Holder's right to pursue actual
damages or cancel the conversion for the Company's failure to issue
and deliver Common Stock to the Holder within six (6) business days
after the Conversion Date.

	(h)  The Company shall at all times reserve and have available
all Common Stock necessary to meet conversion of the Debentures by
all Holders of the entire amount of Debentures then outstanding.
 If, at any time Holder submits a Notice of Conversion and the
Company does not have sufficient authorized but unissued shares of
Common Stock available to effect, in full, a conversion of the
Debentures (a "Conversion Default", the date of such default being
referred to herein as the "Conversion Default Date"), the Company
shall issue to the Holder all of the shares of Common Stock which
are available, and the Notice of Conversion as to any Debentures
requested to be converted but not converted (the "Unconverted
Debentures"), upon Holder's sole option, may be deemed null and
void.  The Company shall provide notice of such  Conversion Default
("Notice of Conversion Default") to all existing Holders of
outstanding Debentures, by facsimile, within three (3) business day
of such default  (with the original delivered by overnight or two
day courier), and the Holder shall give notice to the Company by
facsimile within five (5) business days of receipt of the original
Notice of Conversion Default (with the original delivered by
overnight or two day courier) of its election to either nullify or
confirm the Notice of Conversion.

	The Company agrees to pay to all Holders of outstanding
Debentures payments for a Conversion Default ("Conversion Default
Payments") in the amount of (N/365) x (.24) x the initial issuance
price of the outstanding and/or tendered but not converted
Debentures held by each Holder where N = the number of days from the
Conversion Default Date to the date (the "Authorization Date") that
the Company authorizes a sufficient number of shares of Common Stock
to effect conversion of all remaining Debentures.  The Company shall
send notice ("Authorization Notice") to each Holder of outstanding
Debentures that additional shares of Common Stock have been
authorized, the Authorization Date and the amount of Holder's
accrued  Conversion Default Payments.  The accrued Conversion
Default shall be paid in cash or shall be convertible into Common
Stock at the Conversion Rate, at the Holder's option, payable as
follows:  (i) in the event Holder elects to take such payment in
cash, cash payments shall be made to such Holder of outstanding
Debentures by the fifth (5th) day of the following calendar month,
or (ii) in the event Holder elects to take such payment in stock,
the Holder may convert such payment amount into Common Stock  at
the conversion rate set forth in Section 3.2(d) at anytime after the
fifth (5th) day of the calendar month following the month in which
the Authorization Notice was received, until the expiration of the
mandatory twenty-four (24) month conversion period. The Company
acknowledges that its failure to maintain a sufficient number of
authorized but unissued shares of Common Stock to effect in full a
conversion of the Debentures will cause the Holder to suffer damages
in an amount that will be difficult to ascertain.  Accordingly, the
parties agree that it is appropriate to include in this Debenture a
provision for liquidated damages.  The parties acknowledge and agree
that the liquidated damages provision set forth in this section
represents the parties' good faith effort to quantify such damages
and, as such, agree that the form and amount of such liquidated
damages are reasonable and will not constitute a penalty.  The
payment of liquidated damages shall not relieve the Company from its
obligations to deliver the Common Stock pursuant to the terms of
this Debenture.  Nothing herein shall limit the Holder's right to
pursue actual damages or cancel the conversion for the Company's
failure to maintain a sufficient number of authorized shares of
Common Stock.

	(i)	The Company shall furnish to Holder such number of
prospectuses and other documents incidental to the registration of
the shares of Common Stock underlying the Debentures, including any
amendment of or supplements thereto.  Holder shall acknowledge in
writing the receipt, the careful reading, and the understanding
thereof, prior to any conversion under Article 3 hereof.

	(j)	The Holder is limited in the amount of this Debenture it
may convert and own.  Other than the Mandatory Conversion provisions
contained in this Debenture which are not limited by the following,
in no other event shall the Holder be entitled to convert, and the
Company must not permit conversion of, any amount of Debentures in
excess of that amount upon conversion of which the sum of (1) the
number of shares of Common Stock beneficially owned by the Holder
and its affiliates (other than shares of Common Stock which may be
deemed beneficially owned through the ownership of the unconverted
portion of the Debenture, and (2) the number of shares of Common
Stock issuable upon the conversion of the Debentures with respect to
which the determination of this provision is being made, would
result in beneficial ownership by the Holder and its affiliates of
more than four and 99/100 percent (4.99%) of the outstanding shares
of Common Stock of the Company. (after taking into account the
shares to be issued to the Holder upon such conversion).  For
purposes of this provision to the immediately preceding sentence,
beneficial ownership shall be determined in accordance with Section
13(d) of the Securities Exchange Act of 1934, as amended, and
Regulation 13 D-G thereunder, except as otherwise provided in clause
(1) of such provision.

	(k)  Nothing contained in the Debenture shall be deemed to
establish or require the payment of interest to the Purchaser at a
rate in excess of the maximum rate permitted by governing law.  In the
event that the rate of interest required to be paid under the
Debenture exceeds the maximum rate permitted by governing law, the
rate of interest required to be paid thereunder shall be automatically
reduced to the maximum rate permitted under the governing and any
amounts collected in excess of the permissible amount shall be deemed
a payment of principal.  To the extent that such excess amount exceeds
the aggregate principal amount of the Debenture, such excess shall be
returned with reasonable promptness by the Holder to the Company.

	(l)	Redemption:  The Company reserves the right, at its sole
option, to call a mandatory redemption of any percentage of the
balance on the Debentures as follows: In the event the Company
exercises such right of redemption anytime following the Closing
Date, it shall pay the Holder, in U.S. currency the benefit of the
bargain (intrinsic value), that is, the principal amount of the
Debenture being redeemed, plus accrued interest and the profit the
Holder would have received upon conversion of that portion of the
Debenture being redeemed and sale of the Common Stock.  The date by
which the Debentures must be delivered to the Escrow Agent shall not
be later than five (5) business days following the date the Company
notifies the Holder by facsimile of the redemption.  The Company
shall give the Holder at least twenty (20) business days advance
written notice of its intent to redeem.
	(m)  Investment Intent.  The Holder of this Debenture by
acceptance hereof, agrees that this Debenture is being acquired for
investment and that such Holder will not offer, sell or otherwise
dispose of this Debenture or the shares of Common Stock issuable upon
conversion thereof except under circumstances which will not result in
violation of the 1933 Act or any applicable state Blue Sky law or
similar laws relating to the sale of securities.
	(n)  Adjustment.  In case any provision of this Debenture is
held by a court of competent jurisdiction to be excessive in scope or
otherwise invalid or unenforceable, such provision shall be adjusted
rather than voided, if possible, and the validity and enforceability
of the remaining provisions of this Debenture will not in any way be
affected or impaired thereby.

	Section 3.3.  Fractional Shares.  The Company shall not issue
fractional shares of Common Stock, or scrip representing fractions
of such shares, upon the conversion of this Debenture.  Instead, the
Company shall round up or down, as the case may be, to the nearest
whole share.

	Section 3.4.  Taxes on Conversion.  The Company shall pay any
documentary, stamp or similar issue or transfer tax due on the issue
of shares of Common Stock upon the conversion of this Debenture.
However, the Holder shall pay any such tax which is due because the
shares are issued in a name other than its name.

	Section 3.5.  Company to Reserve Stock.  The Company shall
reserve the number of shares of Common Stock required pursuant to
and upon the terms set forth in Section 3(a) of the Subscription
Agreement entered into by the Company and Holder, to permit the
conversion of this Debenture.  All shares of Common Stock which may
be issued upon the conversion hereof shall upon issuance be validly
issued,  fully paid and nonassessable and free from all taxes, liens
and charges with respect to the issuance thereof.

	Section 3.6.  Restrictions on Transfer.  This Debenture has
not been registered under the Securities Act of 1933, as amended,
(the "Act") and is being issued under Section 4(2) of the Act and
Rule 506 of Regulation D promulgated under the Act.  This Debenture
and the Common Stock issuable upon the conversion thereof may only
be offered or sold pursuant to registration under or an exemption
from the Act.

	Section 3.7.  Mergers, Etc.  If the Company merges or
consolidates with another corporation or sells or transfers all or
substantially all of its assets to another person and the holders of
the Common Stock are entitled to receive stock, securities or
property in respect of or in exchange for Common Stock, then as a
condition of such merger, consolidation, sale or transfer, the
Company and any such successor, purchaser or transferee shall amend
this Debenture to provide that it may thereafter be converted on the
terms and subject to the conditions set forth above into the kind
and amount of stock, securities or property receivable upon such
merger, consolidation, sale or transfer by a holder of the number of
shares of Common Stock into which this Debenture might have been
converted immediately before such merger, consolidation, sale or
transfer, subject to adjustments which shall be as nearly equivalent
as may be practicable to adjustments provided for in this Article 3.
Article 4.  Mergers and Adjustments

	Section 4.1  Mergers.  The Company shall not consolidate or
merge into, or transfer all or substantially all of its assets to,
any person, unless such person assume in writing the obligations of
the Company under this Debenture and immediately after such
transaction no Event of Default exists.  Any reference herein to the
Company shall refer to such surviving or transferee corporation and
the obligations of the Company shall terminate upon such written
assumption.

	Section 4.2  Adjustments.  The number of shares of Common
Stock purchasable upon the conversion of this Debenture shall be
subject to adjustments as follows:

	(a)	In case the Company shall (i) pay a dividend on Common
Stock in Common Stock or securities convertible into, exchangeable
for or otherwise entitling a holder thereof to receive Common Stock,
(ii) declare a dividend payable in cash on its Common Stock and at
substantially the same time offer its shareholders a right to
purchase new Common Stock (or securities convertible into,
exchangeable for or other entitling a holder thereof to receive
Common Stock) from the proceeds of such dividend (all Common Stock
so issued shall be deemed to have been issued as a stock dividend),
(iii) subdivide its outstanding shares of Common Stock into a
greater number of shares of Common Stock, (iv) combine its
outstanding shares of Common Stock into a smaller number of shares
of Common Stock, or (v) issue by reclassification, reorganization or
recapitalization of its Common Stock any shares of Common Stock or
other securities of the Company, the number of shares of Common
Stock issuable upon conversion of this Debenture immediately prior
thereto shall be adjusted so that the Holder of this Debenture shall
be entitled to receive after the happening of any of the events
described above that number and kind of shares as the Holder would
have received had this Debenture been converted immediately prior to
the happening of such event or any record date with respect thereto.
 Any adjustment made pursuant to this subdivision shall become
effective immediately after the close of business on the record date
in the case of a stock dividend and shall become effective
immediately after the close of business on the effective date in the
case of a stock split, subdivision, combination or reclassification.

	(b)	In case the Company shall distribute, without receiving
consideration therefor, to all holders of its Common Stock evidences
of its indebtedness or assets (excluding cash dividends other than
as described in Section  4.2(a)), or rights, options or warrants or
convertible or exchangeable securities containing the right to
subscribe for or purchase shares of Common Stock, then in such case,
the number of shares of Common Stock thereafter issuable upon
conversion of this Debenture shall be determined by multiplying the
number of shares of Common Stock theretofore issuable upon
conversion of this Debenture, by a fraction, of which the numerator
shall be the closing bid price per share of Common Stock on the
record date for such distribution, and of which the denominator
shall be the closing bid price of the Common Stock less the then
fair value (as determined by the Board of Directors of the Company,
whose determination shall be conclusive) of the portion of the
assets or evidences of indebtedness so distributed or of such
subscription rights, options or warrants, or of such convertible or
exchangeable securities applicable to one share of Common Stock.
Such adjustment shall be made whenever any such distribution is made
and shall become effective immediately after the record date for the
determination of stockholders entitled to receive such distribution.

	(c)	Any adjustment in the number of shares of Common Stock
issuable hereunder otherwise required to be made by this Section 4.2
will not have to be adjusted if such adjustment would not require an
increase or decrease in one percent (1%) or more in the number of
shares of Common Stock issuable upon conversion of this Debenture.
 No adjustment in the number of shares of Common Stock issuable upon
conversion of this Debenture will be made for the issuance of shares
of capital stock to directors, employees or independent contractors
pursuant to the Company's or any of its subsidiaries' stock option,
for the purpose of the Company's Common Stock warrants issued,
issuable or to be issued for services rendered by others to the
Company, stock ownership or other benefit plans or arrangements or
trusts related thereto or for issuance of any shares of Common Stock
pursuant to any plan providing for the reinvestment of dividends or
interest payable on securities of the Company and the investment of
additional optional amounts in shares of Common Stock under such
plan.
Article 5.  Reports

	The Company will mail to the Holder hereof at its address as
shown on the Register a copy of any annual, quarterly or current
report that it files with the Securities and Exchange Commission
promptly after the filing thereof and a copy of any annual,
quarterly or other report or proxy statement that it gives to its
shareholders generally at the time such report or statement is sent
to shareholders.

Article 6.  Defaults and Remedies

	Section 6.1.  Events of Default.  An "Event of Default" occurs
if (a) the Company does not make the payment of the principal of
this Debenture when the same becomes due and payable at maturity,
upon redemption or otherwise, (b) the Company does not make a
payment, other than a payment of principal, for a period of five (5)
business days thereafter, (c) the Company fails to comply with any
of its other agreements in this Debenture and such failure continues
for the period and after the notice specified below, (d) the Company
pursuant to or within the meaning of any Bankruptcy Law (as
hereinafter defined):  (i) commences a voluntary case; (ii) consents
to the entry of an order for relief against it in an involuntary
case; (iii) consents to the appointment of a Custodian (as
hereinafter defined) of it or for all or substantially all of its
property or (iv) makes a general assignment for the benefit of its
creditors or (v) a court of competent jurisdiction enters an order
or decree under any Bankruptcy Law that:  (A) is for relief against
the Company in an involuntary case; (B) appoints a Custodian of the
Company or for all or substantially all of its property or (C)
orders the liquidation of the Company, and the order or decree
remains unstayed and in effect for sixty (60) days, (e) the
Company's Common Stock is no longer listed on any recognized
exchange including electronic over-the-counter bulletin board.  As
used in this Section 6.1, the term "Bankruptcy Law" means Title 11
of the United States Code or any similar federal or state law for
the relief of debtors.  The term "Custodian" means any receiver,
trustee, assignee, liquidator or similar official under any
Bankruptcy Law.  A default under clause (c) above is not an Event of
Default until the holders of at least twenty-five percent (25%) of
the aggregate principal amount of the Debentures outstanding notify
the Company of such default and the Company does not cure it within
five (5) business days after the receipt of such notice, which must
specify the default, demand that it be remedied and state that it is
a "Notice of Default".

	Section 6.2.  Acceleration.  If an Event of Default occurs and
is continuing, the Holder hereof by notice to the Company, may
declare the remaining principal amount of this Debenture to be due
and payable.  Upon such declaration, the remaining principal amount
shall be due and payable immediately

Article 7.  Registered Debentures

	Section 7.1.  Series.  This Debenture is one of a numbered
series of Debentures which are identical except as to the principal
amount and date of issuance thereof and as to any restriction on the
transfer thereof in order to comply with the Securities Act of 1933
and the regulations of the Securities and Exchange Commission
promulgated thereunder.  Such Debentures are referred to herein
collectively as the "Debentures".  The Debentures shall be issued in
whole multiples of five thousand dollars ($5,000).

	Section 7.2.  Record Ownership.  The Company, or its attorney,
shall maintain a register of the holders of the Debentures (the
"Register") showing their names and addresses and the serial numbers
and principal amounts of Debentures issued to or transferred of
record by them from time to time.  The Register may be maintained in
electronic, magnetic or other computerized form.  The Company may
treat the person named as the Holder of this Debenture in the
Register as the sole owner of this Debenture.   The Holder of this
Debenture is the person exclusively entitled to receive payments of
interest on this Debenture, receive notifications with respect to
this Debenture, convert it into Common Stock and otherwise exercise
all of the rights and powers as the absolute owner hereof.

	Section 7.3.  Registration of Transfer.  Transfers of this
Debenture may be registered on the books of the Company maintained
for such purpose pursuant to Section 7.2 above (i.e., the Register).
 Transfers shall be registered when this Debenture is presented to
the Company with a request to register the transfer hereof and the
Debenture is duly endorsed by the appropriate person, reasonable
assurances are given that the endorsements are genuine and
effective, and the Company has received evidence satisfactory to it
that such transfer is rightful and in compliance with all applicable
laws, including tax laws and state and federal securities laws.
When this Debenture is presented for transfer and duly transferred
hereunder, it shall be canceled and a new Debenture showing the name
of the transferee as the record holder thereof shall be issued in
lieu hereof.  When this Debenture is presented to the Company with
a reasonable request to exchange it for an equal principal amount of
Debentures of other denominations, the Company shall make such
exchange and shall cancel this Debenture  and  issue in  lieu
thereof Debentures having a total principal amount equal to this
Debenture in such denominations as agreed to by the Company and
Holder.

	Section 7.4.  Worn or Lost Debentures.  If this Debenture
becomes worn, defaced or mutilated but is still substantially intact
and recognizable, the Company or its agent may issue a new Debenture
in lieu hereof upon its surrender.  Where the Holder of this
Debenture claims that the Debenture has been lost, destroyed or
wrongfully taken, the Company shall issue a new Debenture in place
of the original Debenture if the Holder so requests by written
notice to the Company actually received by the Company before it is
notified that the Debenture has been acquired by a bona fide
purchaser and the Holder has delivered to the Company an indemnity
bond in such amount and issued by such surety as the Company deems
satisfactory together with an affidavit of the Holder setting forth
the facts concerning such loss, destruction or wrongful taking and
such other information in such form with such proof or verification
as the Company may request.

Article 8.  Notices

	Any notice which is required or convenient under the terms of
this Debenture shall be duly given if it is in writing and delivered
in person or mailed by first class mail, postage prepaid and
directed to the Holder of the Debenture at its address as it appears
on the Register or if to the Company to its principal executive
offices.  The time when such notice is sent shall be the time of the
giving of the notice.
Article 9.  Time
	Where this Debenture authorizes or requires the payment of
money or the performance of a condition or obligation on a Saturday
or Sunday or a public holiday, or authorizes or requires the payment
of money or the performance of a condition or obligation within,
before or after a period of time computed from a certain date, and
such period of time ends on a Saturday or a Sunday or a public
holiday, such payment may be made or condition or obligation
performed on the next succeeding business day, and if the period
ends at a specified hour, such payment may be made or condition
performed, at or before the same hour of such next succeeding
business day, with the same force and effect as if made or performed
in accordance with the terms of this Debenture.  A "business day"
shall mean a day on which the banks in New York are not required or
allowed to be closed.
Article 10.  Waivers
	The holders of a majority in principal amount of the
Debentures may waive a default or rescind the declaration of an
Event of Default and its consequences except for a default in the
payment of principal or conversion into Common Stock.
Article 11.  Rules of Construction
	In this Debenture, unless the context otherwise requires,
words in the singular number include the plural, and in the plural
include the singular, and words of the masculine gender include the
feminine and the neuter, and when the sense so indicates, words of
the neuter gender may refer to any gender.  The numbers and titles
of sections contained in the Debenture are inserted for convenience
of reference only, and they neither form a part of this Debenture
nor are they to be used in the construction or interpretation
hereof.  Wherever, in this Debenture, a determination of the Company
is required or allowed, such determination shall be made by a
majority of the Board of Directors of the Company and if it is made
in good faith, it shall be conclusive and binding upon the Company
and the Holder of this Debenture.
Article 12.  Governing Law
	The validity, terms, performance and enforcement of this
Debenture shall be governed and construed by the provisions hereof
and in accordance with the laws of the State of California
applicable to agreements that are negotiated, executed, delivered
and performed solely in the State of California.

Article 13.	Litigation

	(a)	Forum Selection and Consent to Jurisdiction.	Any
litigation based thereon, or arising out of, under, or in connection
with, this agreement or any course of conduct, course of dealing,
statements (whether oral or written) or actions of the Company or
Holder shall be brought and maintained exclusively in the federal
courts of the State of California without reference to its conflicts
of laws rules or principles.  The Company hereby expressly and
irrevocably submits to jurisdiction exclusively with the federal
Courts of the State of California for the purpose of any such
litigation as set forth above and irrevocably agrees to be bound by
any final judgment rendered thereby in connection with such
litigation.  The Company further irrevocably consents to the service
of process by registered mail, postage prepaid, or by personal
service within or without the State of California.  The Company
hereby expressly and irrevocably waives, to the fullest extent
permitted by law, any objection which it may have or hereafter may
have to the laying of venue of any such litigation brought in any
such court referred to above and any claim that any such litigation
has been brought in any inconvenient forum.  To the extent that the
Company has or hereafter may acquire any immunity from jurisdiction
of any court or from any legal process (whether through service or
notice, attachment prior to judgment, attachment in aid of execution
or otherwise) with respect to itself or its property.  The Company
hereby irrevocably waives such immunity in respect of its
obligations under this agreement and the other loan documents.

	(b)	Waiver of Jury Trial.	 The Holder and the Company
hereby knowingly, voluntarily and intentionally waive any rights
they may have to a trial by jury in respect of any litigation based
hereon, or arising out of, under, or in connection with, this
agreement, or any course of conduct, course of dealing, statements
(whether oral or written) or actions of the Holder or the Company.
 The Company acknowledges and agrees that it has received full and
sufficient consideration for this provision and that this provision
is a material inducement for the Holder entering into this
agreement.

	(c)	Submission To Jurisdiction	.  Any legal action or
proceeding in connection with this Agreement or the performance
hereof shall be brought exclusively in the federal courts located in
the California and the parties hereby irrevocably submit to the
exclusive jurisdiction of such courts for the purpose of any such
action or proceeding.
IN WITNESS WHEREOF, the Company has duly executed this
Debenture as of the date first written above.
				eConnect

					By
				 	Name:___________________________
					Title:____________________________


Exhibit A

NOTICE OF CONVERSION


(To be Executed by the Registered Holder in order to Convert the
Debentures.)


	The undersigned hereby irrevocably elects, as of
______________, 199_ to convert $_________________ of the Debentures
into Shares of Common Stock (the "Shares") of eConnect (the
"Company") according to the conditions set forth in the Subscription
Agreement dated May ____, 1999.


Date of Conversion_________________________________________

Applicable Conversion Price_________________________________

Number of Shares Issuable upon this conversion______________

Signature___________________________________________________
		[Name]

Address_____________________________________________________

____________________________________________________________

Phone______________________   Fax___________________________


Assignment of Debenture


The undersigned hereby sell(s) and assign(s) and transfer(s) unto


		(name, address and SSN or EIN of assignee)


						Dollars ($		)
(principal amount of Debenture, $10,000 or integral multiples of
$10,000) of principal amount of this Debenture together with all
accrued and unpaid interest hereon.


Date:			Signed:
					(Signature must conform in all
						respects to name of Holder shown
						of face of Debenture)


Signature Guaranteed: