FORM OF WARRANT TO PURCHASE 150,000 SHARES OF
COMMON STOCK OF eCONNECT

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN AND WILL NOT
BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED, AND THE RULES AND REGULATIONS
PROMULGATED THEREUNDER (THE "1933 ACT"), AND MAY NOT BE
OFFERED OR SOLD EXCEPT PURSUANT TO REGISTRATION UNDER OR
AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
1933 ACT.

Exercisable Commencing May __, 1999;
Void after May __, 2002

	THIS CERTIFIES that, for value received,
_________________________ or its registered assigns (the
"Warrantholder") is entitled, subject to the terms and conditions
set forth in this Warrant, to purchase from eConnect, a Nevada
corporation (the "Company"), one hundred fifty thousand (150,000)
fully paid, duly authorized and nonassessable shares (the "Shares"),
of Common Stock, one-tenth of one cent ($0.001) par value per share,
of the Company (the "Common Stock"), at any time commencing May __,
1999 and continuing up to 5:00 p.m. New York City time on May __,
2002 (the "Exercise Period") at an exercise price of one hundred
five percent (105%) of the five (5) day average closing bid price of
the Company's Common Stock as reported by Bloomberg, LP for the five
(5) trading days prior to the "Closing Date" as that term is defined
in the Subscription Agreement entered into by the Company and
Warrantholder, subject to adjustment pursuant to Section 8 hereof.

	This Warrant is subject to the following provisions, terms and
conditions:

	Section 1.	Transferability.

	1.1	Registration.  The Warrants shall be issued only in
registered form.

	1.2	Transfer.  This Warrant shall be transferable only on
the books of the Company maintained at its principal executive
offices upon surrender thereof for registration of transfer duly
endorsed by the Warrantholder or by its duly authorized attorney or
representative, or accompanied by proper evidence of succession,
assignment or authority to transfer.  Upon any registration of
transfer, the Company shall execute and deliver a new Warrant or
Warrants in appropriate denominations to the person or persons
entitled thereto.

	1.3	Common Stock to be Issued.	Upon the exercise of any
Warrants and upon receipt by the Company of a facsimile or original of
Warrantholder's signed Election to Exercise (See Exhibit A), Company
shall instruct its transfer agent to issue stock certificates, subject
to the restrictive legend set forth below, in the name of
Warrantholder (or its nominee) and in such denominations to be
specified by Warrantholder representing the number of shares of Common
Stock issuable upon such exercise, 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 the
Company.  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 exercise date. Upon
surrender of any Warrant that is to be converted in part, the
Company shall issue to the Warrantholder a new Warrant equal to the
unconverted amount, if so requested by Purchaser:

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN AND WILL NOT
BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED, AND THE RULES AND REGULATIONS
PROMULGATED THEREUNDER (THE "1933 ACT"), AND MAY NOT BE
OFFERED OR SOLD EXCEPT PURSUANT TO REGISTRATION UNDER OR
AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
1933 ACT.

	Section 2.	Exchange of Warrant Certificate.  Any Warrant
certificate may be exchanged for another certificate or certificates
of like tenor entitling the Warrantholder to purchase a like
aggregate number of Shares as the certificate or certificates
surrendered then entitle such Warrantholder to purchase.  Any
Warrantholder desiring to exchange a warrant certificate shall make
such request in writing delivered to the Company, and shall
surrender, properly endorsed, the certificate evidencing the Warrant
to be so exchanged.  Thereupon, the Company shall execute and
deliver to the person entitled thereto a new Warrant certificate as
so requested.

	Section 3.	Terms of Warrants: Exercise of Warrants.

	(a)	(i)Subject to the terms of this Warrant, the
Warrantholder shall have the right, at any time after May __, 1999,
but before 5:00 p.m., New York City time on May __, 2002, (the
"Expiration Time"), to purchase from the Company up to the number of
Shares which the Warrantholder may at the time be entitled to
purchase pursuant to the terms of this Warrant, upon surrender to
the Company at its principal executive office, of the certificate
evidencing this Warrant to be exercised, together with the attached
Election to Exercise form duly filled in and signed, and upon
payment to the Company of the Warrant Price (as defined in and
determined in accordance with the provisions of Section 7 and 8
hereof) or as provided in Section 3(a)(i) hereof, for the number of
Shares with respect to which such Warrant is then exercised.
Payment of the aggregate Warrant Price shall be made in cash, wire
transfer or by cashier's check or any combination thereof.

	(b)	Subject to the terms of this Warrant, upon such
surrender of this Warrant and payment of such Warrant Price as
aforesaid, the Company shall promptly issue and cause to be
delivered to the Warrantholder or to such person or persons as the
Warrantholder may designate in writing, a certificate or
certificates (in such name or names as the Warrantholder may
designate in writing) for the number of duly authorized, fully paid
and non-assessable whole Shares to be purchased upon the exercise of
this Warrant, and shall deliver to the Warrantholder Common Stock or
cash, to the extent provided in Section 9 hereof, with respect to
any fractional Shares otherwise issuable upon such surrender.  Such
certificate or certificates shall be deemed to have been issued and
any person so designated to be named therein shall be deemed to have
become a holder of such Shares as of the close of business on the
date of the surrender of this Warrant and payment of the Warrant
Price, notwithstanding that the certificates representing such
Shares shall not actually have been delivered or that the Share and
Warrant transfer books of the Company shall then be closed.  This
Warrant shall be exercisable, at the sole election of the
Warrantholder, either in full or from time to time in part and, in
the event that any certificate evidencing this Warrant (or any
portion thereof) is exercised prior to the Termination Date with
respect to less than all of the Shares specified therein at any time
prior to the Termination Date, a new certificate of like tenor
evidencing the remaining portion of this Warrant shall be issued by
the Company, if so requested by the Warrantholder.

	(c)	Upon the Company's receipt of a facsimile or original of
Warrantholder's signed Election to Exercise, the Company shall
instruct its transfer agent to issue one or more stock Certificates
representing that number of shares of Common Stock which the
Warrantholder is entitled to purchase in accordance with the terms and
conditions of this Warrant and the Election to Exercise attached
hereto.  The Company shall act as Registrar and shall maintain an
appropriate ledger containing the necessary information with respect
to each Warrant.

	(d)	Such exercise shall be effectuated by surrendering to the
Company, or its attorney, the Warrants to be converted together with
a facsimile or original of the signed Election to Exercise which
evidences Warrantholder's intention to exercise those Warrants
indicated.  The date on which the Election to Exercise is effective
("Exercise Date") shall be deemed to be the date on which the
Warrantholder has delivered to the Company a facsimile or original of
the signed Election to Exercise, as long as the original Warrants to
be exercised are received by the Company or its designated attorney
within five (5) business days thereafter.  As long as the Warrants to
be exercised are received by the Company within five (5) business days
after it receives a facsimile or original of the signed Election to
Exercise, the Company shall deliver to the Warrantholder, or per the
Warrantholder's instructions, the shares of Common Stock within three
(3) business days of receipt of the Warrants to be converted.

	(e) Nothing contained in this Warrant shall be deemed to
establish or require the payment of interest to the Warrantholder 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 Warrantholder 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 exercise date. Upon
surrender of any Warrants that are to be converted in part, the
Company shall issue to the Warrantholder new Warrants equal to the
unconverted amount, if so requested by Warrantholder.

	(g)	In the event the Common Stock is not delivered per the
written instructions of the Warrantholder, within the time set forth
in Section 3(d) above, then in such event the Company shall pay to
Warrantholder one percent (1%) in cash of the dollar value of the
Warrants being converted per each day after the fifth (5th) business
day following the Exercise Date that the Common Stock is not
delivered. The Company acknowledges that its failure to deliver the
Common Stock within five (5) business days after the Exercise Date
will cause the Warrantholder to suffer damages in an amount that
will be difficult to ascertain.  Accordingly, the parties agree that
it is appropriate to include in this Warrant 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 Warrant.

	To the extent that the failure of the Company to issue the
Common Stock pursuant to this Section 3 is due to the unavailability
of authorized but unissued shares of Common Stock, the provisions of
this Section 3(g) shall not apply but instead the provisions of
Section 3(h) shall apply.

	The Company shall make any payments incurred under this
Section 3(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 Warrantholder's right to pursue
actual damages for the Company's failure to issue and deliver Common
Stock to the Warrantholder within the time set forth in Section 3(d)
above

	(h) The Company shall at all times reserve and have available
all Common Stock necessary to meet exercise of the Warrants by all
Warrantholders of the entire amount of Warrants then outstanding.
 If, at any time Warrantholder submits an Election to Exercise and
the Company does not have sufficient authorized but unissued shares
of Common Stock available to effect, in full, a exercise of the
Warrants (a "Exercise Default", the date of such default being
referred to herein as the "Exercise Default Date"), the Company
shall issue to the Warrantholder all of the shares of Common Stock
which are available, and the Election to Exercise as to any Warrants
requested to be converted but not converted (the "Unconverted
Warrants"), upon Warrantholder's sole option, may be deemed null and
void.  The Company shall provide notice of such Exercise Default
("Notice of Exercise Default") to all existing Warrantholders of
outstanding Warrants, by facsimile, within one (1) business day of
such default  (with the original delivered by overnight or two day
courier), and the Warrantholder shall give notice to the Company by
facsimile within five (5) business days of receipt of the original
Notice of Exercise Default (with the original delivered by overnight
or two day courier) of its election to either nullify or confirm the
Election to Exercise.

	The Company agrees to pay to all Warrantholders of outstanding
Warrants payments for a Exercise Default ("Exercise Default
Payments") in the amount of (N/365) x (.24) x the initial exercise
price of the outstanding and/or tendered but not converted Warrants
held by each Warrantholder where N = the number of days from the
Exercise Default Date to the date (the "Authorization Date") that
the Company authorizes a sufficient number of shares of Common Stock
to effect exercise of all remaining Warrants.  The Company shall
send notice ("Authorization Notice") to each Warrantholder of
outstanding Warrants that additional shares of Common Stock have
been authorized, the Authorization Date and the amount of
Warrantholder's accrued Exercise Default Payments.  The accrued
Exercise Default shall be paid in cash or shall be convertible into
Common Stock at the Exercise Rate, at the Warrantholder's option,
payable as follows:  (i) in the event Warrantholder elects to take
such payment in cash, cash payments shall be made to such
Warrantholder of outstanding Warrants by the fifth day of the
following calendar month, or (ii) in the event Warrantholder elects
to take such payment in stock, the Warrantholder may convert such
payment amount into Common Stock at the exercise rate set forth in
Section 7 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 Warrant.

The Company acknowledges that its failure to maintain a
sufficient number of authorized but unissued shares of Common Stock
to effect in full an exercise of all the Warrants will cause the
Warrantholder to suffer damages in an amount that will be difficult
to ascertain.  Accordingly, the parties agree that it is appropriate
to include in this Warrant 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 Warrant.

	Nothing herein shall limit the Warrantholder's right to pursue
actual damages for the Company's failure to maintain a sufficient
number of authorized shares of Common Stock.

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

	(j)	Each person in whose name any certificate for shares of
Common Stock shall be issued shall for all purposes be deemed to
have become the holder of record of the Common Stock represented
thereby on the date on which the Warrant was surrendered and payment
of the purchase price and any applicable taxes was made,
irrespective of date of issue or delivery of such certificate,
except that if the date of such surrender and payment is a date when
the Shares transfer books of the Company are closed, such person
shall be deemed to have become the holder of such Shares on the next
succeeding date on which such Share transfer books are open.  The
Company shall not close such Share transfer books at any one time
for a period longer than seven (7)  days.

Section 4. 	Payment of Taxes.  The Company shall pay all
documentary stamp taxes, if any, attributable to the initial
issuance of the Shares; provided, however, that the Company shall
not be required to pay any tax or taxes which may be payable, (i)
with respect to any secondary transfer of this Warrant or the Shares
or (ii) as a result of the issuance of the Shares to any person
other than the Warrantholder, and the Company shall not be required
to issue or deliver any certificate for any Shares unless and until
the person requesting the issuance thereof shall have paid to the
Company the amount of such tax or shall have produced evidence that
such tax has been paid to the appropriate taxing authority.

	Section 5.	Mutilated or Missing Warrant.   In case the
certificate or certificates evidencing this Warrant shall be
mutilated, lost, stolen or destroyed, the Company shall, at the
request of the Warrantholder, issue and deliver in exchange and
substitution for and upon cancellation of the mutilated certificate
or certificates, or in lieu of and substitution for the certificate
or certificates lost, stolen or destroyed, a new Warrant certificate
or certificates of like tenor and representing an equivalent right
or interest, but only upon receipt of evidence satisfactory to the
Company of such loss, theft or destruction of such Warrant and of a
bond of indemnity, if requested, also satisfactory to the Company in
form and amount, and issued at the applicant's cost.  Applicants for
such substitute Warrant certificate shall also comply with such
other reasonable regulations and pay such other reasonable charges
as the Company may prescribe.

	Section 6.	Reservation of Shares. The issuance, sale and
delivery of the Warrants have been duly authorized by all required
corporate action on the part of the Company and when issued, sold
and delivered in accordance with the terms hereof and thereof for
the consideration expressed herein and therein, will be duly and
validly issued, fully paid, and non-assessable and enforceable in
accordance with their terms, subject to the laws of bankruptcy and
creditors' rights generally.  The Company shall pay all taxes in
respect of the issue thereof.  As a condition precedent to the
taking of any action that would result in the effective purchase
price per share of Common Stock upon the exercise of this Warrant
being less than the par value per share (if such shares of Common
Stock then have a par value), the Company will take such corporate
action as may, in the opinion of its counsel, be necessary in order
that the Company may comply with all its obligations under this
Agreement with regard to the exercise of this Warrant.

	Prior to exercise of all the Warrants, if at anytime exercise
of all the Warrants outstanding results in an insufficient number of
shares of Common Stock being available to cover exercise of this
Warrant in full, then in such event, the Company will move to call and
hold a shareholder's meeting within forty-five (45) days of such event
for the purpose of authorizing additional Shares to cover exercise of
this Warrant in full.   in such an event the Company shall:  (1)
recommend its current or future officers, directors and other control
people to vote their shares in favor of increasing the authorized
number of shares of Common Stock and (2) recommend to all shareholders
to vote their shares in favor of increasing the authorized number of
shares of Common Stock to the extent permitted by law.   As for any
shareholders who do not vote on the issue of increasing the authorized
number of shares of Common Stock, such failure to vote shall
automatically be taken as a vote in favor of increasing the authorized
number of shares of Common Stock. The proxy sent out by the Company to
all shareholders shall provide that if no vote is received a consent
to action will be executed on behalf of those shares of Common Stock
for which no vote was received, in favor of increasing the authorized
number of shares of Common Stock of the Company to the extent
permitted by law. Company represents and warrants that under no
circumstances will it deny or prevent Warrantholder from exercising
the Warrants as permitted under the terms of the Warrants.

	Section 7.	Warrant Price.  From May __, 1999 through 5:00
p.m. New York City time on May __, 2002, the price per Share (the
"Warrant price") at which Shares shall be purchasable upon the
exercise of this Warrant shall be one hundred five percent (105%) of
the five (5) day average closing bid price of the Company's Common
Stock  as reported by Bloomberg, LP for the five (5) trading days
prior to the "Closing Date" as that term is described in the
Subscription Agreement entered into by the Company and
Warrantholder, subject to adjustment pursuant to Section 8 hereof.

	Section 8.	Adjustment of Warrant Price and Number of Shares.
 The number and kind of securities purchasable upon the exercise of
this Warrant and the Warrant Price shall be subject to adjustment
from time to time after the date hereof upon the happening of
certain events, as follows:

	8.1	Adjustments.  The number of Shares purchasable upon the
exercise of this Warrant 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 of its Common
Stock any shares of Common Stock of the Company, the number of
shares of Common Stock issuable upon exercise of the Warrants
immediately prior thereto shall be adjusted so that the holders of
the Warrants shall be entitled to receive after the happening of any
of the events described above that number and kind of shares as the
holders would have received had such Warrants 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 (8)(a)(ii)), then in such case, the number
of shares of Common Stock thereafter issuable upon exercise of the
Warrants shall be determined by multiplying the number of shares of
Common Stock theretofore issuable upon exercise of the Warrants, 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 per 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 8
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 exercise of the Warrant.  No
adjustment in the number of Shares purchasable upon exercise of this
Warrant 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, 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.

	(d)	Whenever the number of shares of Common Stock issuable
upon the exercise of the Warrants is adjusted, as herein provided
the Warrant Price shall be adjusted (to the nearest cent) by
multiplying such Warrant Price immediately prior to such adjustment
by a fraction, of which the numerator shall be the number of shares
of Common Stock issuable upon the exercise of each share of the
Warrants immediately prior to such adjustment, and of which the
denominator shall be the number of shares of Common Stock issuable
immediately thereafter.

	(e)	The Company from time to time by action of its Board of
Directors may decrease the Warrant Price  by any amount for any
period of time if the period is at least twenty (20) days, the
decrease is irrevocable during the period and the Board of Directors
of the Company in its sole discretion shall have made a
determination that such decrease would be in the best interest of
the Company, which determination shall be conclusive.  Whenever the
Warrant Price is decreased pursuant to the preceding sentence, the
Company shall mail to holders of record of the Warrants a notice of
the decrease at least fifteen (15) days prior to the date the
decreased Warrant Price takes effect, and such notice shall state
the decreased Warrant Price and the period it will be in effect.

	8.2	Mergers. Etc.  In the case of any (i) consolidation or
merger of the Company into any entity (other than a consolidation or
merger that does not result in any reclassification, exercise,
exchange or cancellation of outstanding shares of Common Stock of
the Company), (ii) sale, transfer, lease or conveyance of all or
substantially all of the assets of the Company as an entirety or
substantially as an entirety, or (iii) reclassification, capital
reorganization or change of the Common Stock (other than solely a
change in par value, or from par value to no par value), in each
case as a result of which shares of Common Stock shall be converted
into the right to receive stock, securities or other property
(including cash or any combination thereof), each holder of Warrants
then outstanding shall have the right thereafter to exercise such
Warrant only into the kind and amount of securities, cash and other
property receivable upon such consolidation, merger, sale, transfer,
capital reorganization or reclassification by a holder of the number
of shares of Common Stock of the Company into which such Warrants
would have been converted immediately prior to such consolidation,
merger, sale, transfer, capital reorganization or reclassification,
assuming such holder of Common Stock of the Company (A) is not an
entity with which the Company consolidated or into which the Company
merged or which merged into the Company or to which such sale or
transfer was made, as the case may be ("constituent entity"), or an
affiliate of a constituent entity, and (B) failed to exercise his or
her rights of election, if any, as to the kind or amount of
securities, cash and other property receivable upon such
consolidation, merger, sale or transfer (provided that if the kind
or amount of securities, cash and other property receivable upon
such consolidation, merger, sale or transfer is not the same for
each share of Common Stock of the Company held immediately prior to
such consolidation, merger, sale or transfer by other than a
constituent entity or an affiliate thereof and in respect of which
such rights or election shall not have been exercised ("non-electing
share"), then for the purpose of this Section 8.2 the kind and
amount of securities, cash and other property receivable upon such
consolidation, merger, sale or transfer by each non-electing share
shall be deemed to be the kind and amount so receivable per share by
a plurality of the non-electing shares).  If necessary, appropriate
adjustment shall be made in the application of the provision set
forth herein with respect to the rights and interests thereafter of
the holder of Warrants, to the end that the provisions set forth
herein shall thereafter correspondingly be made applicable, as
nearly as may reasonably be, in relation to any shares of stock or
other securities or property thereafter deliverable on the exercise
of the Warrants.  The above provisions shall similarly apply to
successive consolidations, mergers, sales, transfers, capital
reorganizations and reclassifications.  The Company shall not effect
any such consolidation, merger, sale or transfer unless prior to or
simultaneously with the consummation thereof the successor company
or entity (if other than the Company) resulting from such
consolidation, merger, sale or transfer assumes, by written
instrument, the obligation to deliver to the holder of Warrants such
shares of stock, securities or assets as, in accordance with the
foregoing provision, such holder may be entitled to receive under
this Section 8.2.

	8.3	Statement of Warrants.	Irrespective of any adjustments
in the Warrant Price of the number or kind of shares purchasable
upon the exercise of this Warrant, this Warrant certificate or
certificates hereafter issued may continue to express the same price
and number and kind of shares as are stated in this Warrant.

	Section 9.	Fractional Shares.  Any fractional shares of
Common Stock issuable upon exercise of the Warrants shall be rounded
to the nearest whole share or, at the election of the Company, the
Company shall pay the holder thereof an amount in cash equal to the
closing bid price thereof.  Whether or not fractional shares are
issuable upon exercise shall be determined on the basis of the total
number of Warrants the holder is at the time exercising and the
number of shares of Common Stock issuable upon such exercise.

	Section 10.	No Rights as Stockholders:  Notices to
Warrantholders.  Nothing contained in this Warrant shall be
construed as conferring upon the Warrantholder or its transferees
any rights as a stockholder of the Company, including the right to
vote, receive dividends, consent or receive notices as a stockholder
with respect to any meeting of stockholders for the election of
directors of the Company or any other matter.  If, however, at any
time prior to 5:00 p.m., New York City time, on May __, 2002, (the
"Expiration Time") and prior to the exercise of this Warrant, any of
the following events shall occur:

	(a)	any action which would require an adjustment pursuant to
Section 8.1; or

	(b)	a dissolution, liquidation or winding up of the Company
or any consolidation, merger or sale of its property, assets and
business as an entirety; then in any one or more of said events, the
Company shall give notice in writing of such event to the
Warrantholder at least ten (10) days prior to the date fixed as a
record date or the date of closing the transfer books for the
determination of the shareholders entitled to any relevant dividend,
distribution, subscription rights, or other rights or for the
effective date of any dissolution, liquidation of winding up or any
merger, consolidation, or sale of substantially all assets, but
failure to mail or receive such notice or any defect therein or in
the mailing thereof shall not affect the validity of any such action
taken.  Such notice shall specify such record date or the effective
date, as the case may be.

	Section 11.	Successors.  All the covenants and provisions of
this Warrant by or for the benefit of the Company or the
Warrantholder shall bind and inure to the benefit of their
respective successors and permitted assigns hereunder.

	Section 12.	Applicable Law.  This Warrant shall be construed
and enforced in accordance with and the rights of the parties shall
be governed by the laws of the State of California.

	Section 13.	Benefits of this Agreement.  Nothing in this
Warrant shall be construed to give to any person or corporation
other than the Company and the Warrantholder any legal or equitable
right, remedy or claim under this Warrant, and this Warrant shall be
for the sole and exclusive benefit of the Company and the
Warrantholder.

	Section 14.	Piggy-back Registration Rights.  If at any time
the Company shall propose to prepare on its own behalf or on behalf
of any of its stockholders (other than Warrantholder) a registration
statement in connection with an underwritten public offering of any
equity securities of the Company, the Company shall give
Warrantholder written notice at least twenty (20) days before the
anticipated filing date of such registration statement.  Should
Warrantholder desire to have any of the Shares included in such
registration statement Warrantholder shall so advise the Company in
writing no later than fifteen (15) days after the Company's notice
is given, setting forth the number or amount of Shares which
Warrantholder requests to be included in the registration statement,
and the Company shall include the securities specified in such
request in such registration statement and keep such registration
statement in effect and maintain compliance with each federal and
state law and regulation as set forth herein.  The Company may, at
its option, require that the amount of Shares offered for sale by
Warrantholder pursuant to this Section 14 be decreased if, in the
opinion of the Company's investment banking firm, such reduction is
necessary in order to permit the orderly distribution and sale of
the securities being offered.  If the Company shall require such a
reduction, Warrantholder shall have the right to withdraw from the
offering.

	Section 15.	Definitions.

	"Common Stock" shall mean (i) Common Stock, one-tenth of one
cent ($0.001) par value per share, of the Company and (ii) any other
security purchasable upon the exercise of this Warrant upon the
happening of certain events.

	IN WITNESS WHEREOF, the parties have caused this Warrant to be
duly executed, all as of the day and year first above written.
				     eConnect

					By
				 	Name:___________________________
					Title:____________________________


EXHIBIT A

eCONNECT

ELECTION TO EXERCISE


The undersigned hereby irrevocably elects to exercise the right of
purchase represented by the within Warrant for, and to purchase
thereunder, _______shares of Common Stock (the "Share") provided for
therein, and requests that certificates for the Shares be issued in
the name of:*

Name:___________________________________________________________
Address:_________________________________________________________
Social Security No.________________________________________________
or Tax ID Number:_________________________________________________

and, if such number of Shares shall not be all of the Shares
purchasable under the Warrant, that a new Warrant certificate for
the balance of the Shares purchasable under the within Warrant be
registered in the name of the undersigned Warrantholder or his
Assignee* as indicated below and delivered to the address stated
below:

Dated:________, 19___

Name of Warrantholder of
Assignee (Please Print)_____________________________________________

Address:_________________________________________________________

Signature:________________________________________________________

Signature Guaranteed:______________________________________________
				Signature of Guarantor

____________________
*	The Warrant contains restrictions on sale, assignment or
transfer.

**	Note:  The above signature must correspond with the name as
written on 	the face of this Warrant certificate in every
particular, without alteration or 	enlargement or any change
whatever, unless this warrant has been 	assigned.


FORM OF ASSIGNMENT

(To be signed only upon assignment of Warrant)*

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto

________________________________________________________________

________________________________________________________________
(Name and Address of Assignee must be Printed or Typewritten)

the within Warrant, hereby irrevocably constituting and appointing
_________Attorney to transfer said Warrant on the books of the
Company, with full power of substitution in the premises.


Dated:______________, 19____



					________________________________**
					Signature of Registered Holder


Signature Guaranteed: ________________________________
				Signature of Guarantor

____________________
*	The Warrant contains restrictions on sale, assignment or
transfer.

**	Note:  The signature of this assignment must correspond with
the name as it appears upon the face of the Warrant certificate in
every particular, without alteration or enlargement or any change
whatever.