U.S. SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 20549

                              FORM S-8

       REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                             eConnect
      (Exact Name of Registrant as Specified in its Charter)

          Nevada                                            43-1239043
 (State of Incorporation)                           (I.R.S. Employer ID No.)

2500 Via Cabrillo Marina, Suite 112, San Pedro, California  90731
    (Address of Principal Executive Offices)                 (Zip Code)

     Amended and Restated Non-Employee Directors and Consultants
                          Retainer Stock Plan
                           (Amendment No. 4)
                          (Full Title of Plan)

Brian F. Faulkner, Esq., 3900 Birch Street, Suite 113, Newport Beach
                          California 92660
              (Name and address of agent for service)

                            (949) 975-0544
     (Telephone number, including area code, of agent for service)

                    CALCULATION OF REGISTRATION FEE

Title of         Amount to be    Proposed    Proposed   Amount of
Securities       Registered      Maximum     Aggregate  Registration
to be                            Offering    Offering   Fee
Registered                       Price Per   Price
                                 Share
Common
Stock            4,425,000       $0.001(1)    $4,424    $1.11

(1)  This offering price per share is established under Rule
457(h)(1) pursuant to the deemed issuance price as set forth  in
the Amended and Restated Non-Employee Directors and Consultants
Retainer Stock Plan (Amendment No. 4), attached as Exhibit 4.1 to
this  Form S-8.

                            Part I
      Information Required in the Section 10(a) Prospectus

Item 1.   Plan Information.

See Item 2 below.

Item 2.   Registrant Information and Employee Plan Annual Information.

The documents containing the information specified in Part I,
Items 1 and 2, will be delivered to each of the participants in
accordance with Form S-8 and Rule 428 promulgated under the
Securities Act of 1933.  The participants shall be provided a
written statement notifying them that upon written or oral
request they will be provided, without charge, (a) the documents
incorporated  by reference in Item 3 of Part II of the
registration statement, and (b) other documents required to be
delivered pursuant to Rule 428(b).  The statement will inform the
participants that these documents are incorporated by reference
in the Section 10(a) prospectus, and shall include the address
(giving title or department) and telephone number to which the
request is to be directed.

                            Part II
        Information Required in the Registration Statement

Item 3.  Incorporation of Documents by Reference.

The following are hereby incorporated by reference:

(a)  The Registrant's latest annual report on Form 10-KSB for the
fiscal year ended December 31, 2000.

(b)  All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered by
the Form 10-KSB referred to in (a) above.

(c)  A description of the securities of the Registrant is
contained in a Form SB-2/A filed on March 8, 2001.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14,  and 15(d) of the Securities Exchange
Act of 1934, prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in the registration
statement and to be part thereof from the date of filing of such
documents.

Item 4.  Description of Securities.

Not applicable.

Item 5. Interest of Named Experts and Counsel.

Other than as set forth below, no named expert or counsel was
hired on a contingent basis, will receive a direct or indirect
interest in the small business issuer, or was a promoter,
underwriter, voting trustee, director, officer, or employee of
the Registrant.

Brian F. Faulkner, A Professional Law Corporation, counsel
for the company named in this registration statement as giving an
opinion on the validity of the securities, will be receiving a
total of 2,150,000 shares of common stock pursuant to the
company's Amended and Restated Non-Employee Directors and
Consultants Retainer Stock Plan (1,150,000 under a Form S-8 filed
on September 12, 2000 and 1,000,000 shares under this Form S-8)
in exchange for legal services previously rendered, and to be
rendered in the future, to the company (900,000 of which have
already been issued).  In addition, Mr. Faulkner has received
options to purchase 500,000 shares of common stock under the
company's stock incentive plan in connection with this work.
These legal services consist of advice and preparation work in
connection with reports of the company filed under the Securities
Exchange Act of 1934, and other general corporate and securities
work for the company.

Item 6. Indemnification of Directors and Officers.

Limitation of Liability.

The articles of incorporation of the Registrant provide that
no Director or Officer of this company shall be liable to the
Registrant or its stockholders for any breach of fiduciary duty
as Officer or Director of this company. This provision shall not
affect liability for acts or omissions which involve intentional
misconduct, fraud, a knowing violation or law, or the payment of
dividends in violation of NRS 78.300.

Indemnification.

(a)  Articles of Incorporation.

The articles of incorporation of the Registrant provide the
following with respect to indemnification:

"All expenses incurred by Officers or Directors in defending a
civil or criminal action, suit, or proceeding, must be paid by
this company as they are incurred in advance of a final
disposition of the action, suit or proceeding, upon receipt of an
undertaking by or on behalf of a Director or Officer to repay the
amount if it is ultimately determined by a court of competent
jurisdiction, that he or she did not act in good faith, and in
the manner he or she reasonably believed to be or not opposed to
the best interests of this company."

(b)  Bylaws.

The bylaws of the Registrant provide the following with respect
to indemnification:

"Section 1.  Definitions.  For purposes of this Article,
"Indemnitee" shall mean each Director or Officer who was or is a
party to, or is threatened to be made a party to, or is otherwise
involved in, any Proceeding (as hereinafter defined), by reason
of the fact that he or she is or was a Director or Officer of
this Corporation or is or was serving in any capacity at the
request of this Corporation as a Director, Officer, employee,
agent, partner, or fiduciary of, or in any other capacity for,
another corporation, partnership, joint venture, trust, or other
enterprise. The term "Proceeding" shall mean any threatened,
pending or completed action or suit (including, without
limitation, an action, suit or proceeding by or in the right of
this Corporation), whether civil, criminal, administrative or
investigative.

Section 2.  Indemnification.  Each Indemnitee shall be
indemnified and held harmless by this Corporation for all actions
taken by him or her, and for all omissions (regardless of the
date of any such action or omission), to the fullest extent
permitted by Nevada law, against all expense, liability and loss
(including, without limitation, attorney fees, judgments, fines,
taxes, penalties, and amounts paid or to be paid in settlement)
reasonably incurred or suffered by the Indemnitee in connection
with any Proceeding.  Indemnification pursuant to this Section
shall continue as to an Indemnitee who has ceased to be a
Director or Officer and shall inure to the benefit of his or her
heirs, executors and administrators.  This Corporation may, by
action of its Board of Directors, and to the extent provided in
such action, indemnify employees and other persons as though they
were Indemnitees.  The rights to indemnification as provided in
this Article shall be non-exclusive of any other rights that any
person may have or hereafter acquire under an statute, provision
of this Corporation's Articles of Incorporation or Bylaws,
agreement, vote of stockholders or Directors, or otherwise.

Section 3.  Financial Arrangements.  This Corporation may
purchase and maintain insurance or make other financial
arrangements on behalf of any person who is or was a Director,
Officer, employee or agent of this Corporation, or is or was
serving at the request of this Corporation in such capacity for
another corporation, partnership, joint venture, trust or other
enterprise for any liability asserted against him or her and
liability and expenses incurred by him or her in such capacity,
whether or not this Corporation has the authority to indemnify
him or her against such liability and expenses.

The other financial arrangements which may be made by this
Corporation may include, but are not limited to, (a) creating a
trust fund; (b) establishing a program of self-insurance; (c)
securing its obligation of indemnification by granting a security
interest or other lien on any of this Corporation's assets, and
(d) establishing a letter of credit, guarantee or surety. No
financial arrangement made pursuant to this section may provide
protection for a person adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be
liable for intentional misconduct, fraud, or a knowing violation
of law, except with respect to advancing expenses or
indemnification ordered by a court.  Any insurance or other
financial arrangement made on behalf of a person pursuant to this
section may be provided by this Corporation or any other person
approved by the Board of Directors, even if all or part of the
other person's stock or other securities is owned by this
Corporation. In the absence of fraud:

(a)  the decision of the Board of Directors as to the propriety
of the terms and conditions of any insurance or other financial
arrangement made pursuant to this section, and the choice of the
person to provide the insurance or other financial arrangement is
conclusive; and

(b)  the insurance or other financial arrangement is not void or
voidable; does not subject any Director approving it to personal
liability for his action; and even if a Director approving the
insurance or other financial arrangement is a beneficiary of the
insurance or other financial arrangement.

Section 4.  Contract of Indemnification.  The provisions of this
Article relating to indemnification shall constitute a contract
between this Corporation and each of its Directors and Officers,
which may be modified as to any Director or Officer only with
that person's consent or as specifically provided in this
section. Notwithstanding any other provision of the Bylaws
relating to their amendment generally, any repeal or amendment of
this Article which is adverse to any Director or Officer shall
apply to such Director or Officer only on a prospective basis and
shall not limit the rights of an Indemnitee to indemnification
with respect to any action or failure to act occurring prior to
the time of such repeal or amendment. Notwithstanding any other
provision of these Bylaws, no repeal or amendment of these Bylaws
shall affect any or all of this Article so as to limit or reduce
the indemnification in any manner unless adopted by (a) the
unanimous vote of the Directors of this Corporation then serving,
or (b) the stockholders as set forth in Article XII hereof;
provided that no such amendment shall have retroactive effect
inconsistent with the preceding sentence.

Section 5.  Nevada Law.  References in this Article to Nevada law
or to any provision thereof shall be to such law as it existed on
the date these Bylaws were adopted or as such law thereafter may
be changed; provided that (a) in the case of any change which
expands the liability of an Indemnitee or limits the
indemnification rights or the rights to advancement of expenses
which this Corporation may provide, the rights to limited
liability, to indemnification and to the advancement of expenses
provided in this Corporation's Articles of Incorporation, these
Bylaws, or both shall continue as theretofore to the extent
permitted by law; and (b) if such change permits this
Corporation, without the requirement of any further action by
stockholders or Directors, to limit further the liability of
Indemnitees or to provide broader indemnification rights or
rights to the advancement of expenses than this Corporation was
permitted to provide prior to such change, liability thereupon
shall be so limited and the rights to indemnification and
advancement of expenses shall be so broadened to the extent
permitted by law."

(c)  Nevada Revised Statutes.

"NRS 78.7502  Discretionary and mandatory indemnification of
officers, directors, employees and agents: General provisions.

(1)  A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, except an action by or
in the right of the corporation, by reason of the fact that he is
or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against
expenses, including attorneys' fees, judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in
connection with the action, suit or proceeding if he acted in
good faith and in a manner which he reasonably believed to be in
or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its
equivalent, does not, of itself, create a presumption that the
person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests
of the corporation, and that, with respect to any criminal action
or proceeding, he had reasonable cause to believe that his
conduct was unlawful.

(2)  A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise against expenses, including amounts paid in settlement
and attorneys' fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit
if he acted in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the
corporation. Indemnification may not be made for any claim, issue
or matter as to which such a person has been adjudged by a court
of competent jurisdiction, after exhaustion of all appeals
therefrom, to be liable to the corporation or for amounts paid in
settlement to the corporation, unless and only to the extent that
the court in which the action or suit was brought or other court
of competent jurisdiction determines upon application that in
view of all the circumstances of the case, the person is fairly
and reasonably entitled to indemnity for such expenses as the
court deems proper.

(3)  To the extent that a director, officer, employee or agent of
a corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in
subsections 1 and 2, or in defense of any claim, issue or matter
therein, the corporation shall indemnify him against expenses,
including attorneys' fees, actually and reasonably incurred by
him in connection with the defense.

NRS 78.751 Authorization required for discretionary
indemnification; advancement of expenses; limitation on
indemnification and advancement of expenses.

(1)  Any discretionary indemnification under NRS 78.7502
unless ordered by a court or advanced pursuant to subsection 2,
may be made by the corporation only as authorized in the specific
case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances. The
determination must be made:

(i)  By the stockholders;

(ii)  By the board of directors by majority vote of a quorum
consisting of directors who were not parties to the action, suit
or proceeding;

(iii)  If a majority vote of a quorum consisting of directors
who were not parties to the action, suit or proceeding so orders,
by independent legal counsel in a written opinion; or

(iv)  If a quorum consisting of directors who were not
parties to the action, suit or proceeding cannot be obtained, by
independent legal counsel in a written opinion.

(2)  The articles of incorporation, the bylaws or an
agreement made by the corporation may provide that the expenses
of officers and directors incurred in defending a civil or
criminal action, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final
disposition of the action, suit or proceeding, upon receipt of an
undertaking by or on behalf of the director or officer to repay
the amount if it is ultimately determined by a court of competent
jurisdiction that he is not entitled to be indemnified by the
corporation. The provisions of this subsection do not affect any
rights to advancement of expenses to which corporate personnel
other than directors or officers may be entitled under any
contract or otherwise by law.

(3)  The indemnification and advancement of expenses
authorized in NRS 78.7502 or ordered by a court pursuant to this section:

(i)  Does not exclude any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under
the articles of incorporation or any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, for either
an action in his official capacity or an action in another
capacity while holding his office, except that indemnification,
unless ordered by a court pursuant to or for the advancement of
expenses made pursuant to subsection 2, may not be made to or on
behalf of any director or officer if a final adjudication
establishes that his acts or omissions involved intentional
misconduct, fraud or a knowing violation of the law and was
material to the cause of action.

(ii)  Continues for a person who has ceased to be a director,
officer, employee or agent and inures to the benefit of the
heirs, executors and administrators of such a person.
NRS 78.752  Insurance and other financial arrangements against
liability of directors, officers, employees and agents.

(1)  A corporation may purchase and maintain insurance or
make other financial arrangements on behalf of any person who is
or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise for any
liability asserted against him and liability and expenses
incurred by him in his capacity as a director, officer, employee
or agent, or arising out of his status as such, whether or not
the corporation has the authority to indemnify him against such
liability and expenses.

(2)  The other financial arrangements made by the corporation
pursuant to subsection 1 may include the following:

(i)  The creation of a trust fund.

(ii)  The establishment of a program of self-insurance.

(iii)  The securing of its obligation of indemnification
by granting a security interest or other lien on any assets of
the corporation.

(iv)  The establishment of a letter of credit, guaranty or surety.

No financial arrangement made pursuant to this subsection may
provide protection for a person adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be
liable for intentional misconduct, fraud or a knowing violation
of law, except with respect to the advancement of expenses or
indemnification ordered by a court.

(3)  Any insurance or other financial arrangement made on behalf
of a person pursuant to this section may be provided by the
corporation or any other person approved by the board of
directors, even if all or part of the other person's stock or
other securities is owned by the corporation.

(4)  In the absence of fraud:

(i)  The decision of the board of directors as to the
propriety of the terms and conditions of any insurance or other
financial arrangement made pursuant to this section and the
choice of the person to provide the insurance or other financial
arrangement is conclusive; and

(ii)  The insurance or other financial arrangement:

(A)  Is not void or voidable; and

(B)  Does not subject any director approving it to personal
liability for his action, even if a director approving the
insurance or other financial arrangement is a beneficiary of the
insurance or other financial arrangement.

(5)  A corporation or its subsidiary which provides self-
insurance for itself or for another affiliated corporation
pursuant to this section is not subject to the provisions of
Title 57 of NRS."

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

The Exhibits required by Item 601 of Regulation S-B, and an index
thereto, are attached.

Item 9. Undertakings.

The undersigned Registrant hereby undertakes:

(a)  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:

(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;

(2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.

(3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.

(b)  That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual
report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(e)  To deliver or cause to be delivered with the prospectus, to
each person to whom the prospectus is sent or given, the latest
annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting
the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X are not
set forth in the prospectus, to deliver, or cause to be delivered
to each person to whom the prospectus is sent or given, the
latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial
information

(h) That insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such issue.

                               SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorize, in the City
of San Pedro, State of California, on May 1, 2001.

                                            eConnect


                                            By:/s/  Thomas S. Hughes
                                            Thomas S. Hughes, President

                        Special Power of Attorney

The undersigned constitute and appoint Thomas S. Hughes their
true and lawful attorney-in-fact and agent with full power of
substitution, for him and in his name, place, and stead, in any
and all capacities, to sign any and all amendments, including
post-effective amendments, to this Form  S-8 Registration
Statement, and to file the same with all exhibits thereto, and
all documents in connection therewith, with the U.S. Securities
and Exchange Commission, granting such attorney-in-fact the full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that such
attorney-in-fact may lawfully do or cause to be done by virtue
hereof.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities and on the date indicated:



Signature                    Title                         Date

/s/ Thomas S. Hughes        President/Chief Executive      May 1, 2001
Thomas S. Hughes            Officer/ Director

/s/ Jack M. Hall            Secretary/Director             May 1, 2001
Jack M. Hall

/s/ Laurence Donoghue       Director                       May 1, 2001
Laurence Donoghue

/s/  Mary Lou Garcia        Accounting Manager (principal  May 1, 2001
Mary Lou Garcia             financial and accounting
                            officer)

                              EXHIBIT INDEX

Exhibit                     Description
No.

4.1      Amended and Restated Non-Employee Directors and
         Consultants Retainer Stock Plan (Amendment No. 4), dated April
         27, 2001 (see below).

4.2      Consulting Services Agreement between the Registrant
         and Francis Mecoli, dated March 19, 2001 (see below).

4.3      Consulting Services Agreement between the Registrant
         and William West, dated March 20, 2001 (see below).

4.4      Consulting Services Agreement between the Registrant
         and Marc Tow, dated March 20, 2001 (see below).

4.5      Consulting Services Agreement between the Registrant
         and Felix Campos, dated March 20, 2001 (see below).

4.6      Consulting Services Agreement between the Registrant
         and Marc Christ, dated March 20, 2001 (see below).

4.7      Consulting Services Agreement between the Registrant
         and Thomas A. Sandelier, dated March 20, 2001 (see below).

4.8      Consulting Services Agreement between the Registrant
         and Prince Saud Al-Faisal, dated March 20, 2001 (see below).

4.9      Consulting Services Agreement between the Registrant
         and Ralph DiFelice, dated March 20, 2001 (see below).

5       Opinion Re: Legality (see below).

23.1    Consent of Accountants (see below).

23.2    Consent of Auditors (see below).

23.3    Consent of Counsel (see below

24      Special Power of Attorney (see signature page).

                             EX-4.1

        AMENDED AND RESTATED NON-EMPLOYEE DIRECTORS AND
       CONSULTANTS RETAINER STOCK PLAN (AMENDMENT NO. 4)


                         AMENDED AND RESTATED
                              eCONNECT
               NON-EMPLOYEE DIRECTORS AND CONSULTANTS
                        RETAINER STOCK PLAN
                         (Amendment No. 4)

1.  Introduction.

This plan shall be known as the "Amended and Restated eConnect
Non-Employee Directors and Consultants Retainer Stock Plan
(Amendment No. 4)" and is hereinafter referred to as the "Plan".
 The purposes of the Plan are to enable eConnect, a Nevada
corporation ("Company"), to promote  the interests of the Company
and its shareholders by attracting and retaining non-employee
Directors and Consultants capable of furthering the future
success of the Company and by aligning their economic interests
more closely with those of the Company's shareholders, by paying
their retainer or fees in the form of shares of the Company's
common stock, par value one tenth of one cent ($0.001) per share
("Common Stock").

2.  Definitions.

The following terms shall have the meanings set forth below:

"Board" means the Board of Directors of the Company.

"Change of Control" has the meaning set forth in Section 12(d).

"Code" means the Internal Revenue Code of 1986, as amended, and
the rules and regulations thereunder. References to any provision
of the Code or rule or regulation thereunder shall be deemed to
include any amended or successor provision, rule or regulation.

"Committee" means the committee that administers the Plan, as
more fully defined in Section 13.

"Common Stock" has the meaning set forth in Section 1.

"Company" has the meaning set forth in Section 1.

"Deferral Election" has the meaning set forth in Section 6.

"Deferred Stock Account" means a bookkeeping account maintained
by the Company for a Participant representing the Participant's
interest in the shares credited to such Deferred Stock
Account pursuant to Section 7.

"Delivery Date" has the meaning set forth in Section 6.

"Director" means an individual who is a member of the Board of
Directors of the Company.

"Dividend Equivalent" for a given dividend or other distribution
means a number of shares of Common Stock having a Fair Market
Value, as of the record date for such dividend or distribution,
equal to the amount of cash, plus the fair market value on the
date of distribution of any property, that is distributed with
respect to one share of Common Stock pursuant to such dividend or
distribution; such fair market value to be determined by the
Committee in good faith.

"Effective Date" has the meaning set forth in Section 3.

"Exchange Act" has the meaning set forth in Section 13(b).

"Fair Market Value" means the mean between the highest and lowest
reported sales prices of the Common Stock on the NYSE Composite
Tape or, if not listed on such exchange, on any other national
securities exchange on which the Common Stock is listed or on
NASDAQ on the last trading day prior to the date with respect to
which the Fair Market Value is to be determined.

"Participant" has the meaning set forth in Section 4.

"Payment Time" means the time when a Stock Retainer is payable to
a Participant pursuant to Section 5 (without regard to the effect
of any Deferral Election).

"Stock Retainer" has the meaning set forth in Section 5.

"Third Anniversary" has the meaning set forth in Section 6.

3.  Effective Date of the Plan.

The Plan shall be effective as of April 27, 2001 ("Effective
Date"), provided that it is approved by the Board.

4.  Eligibility.

Each individual who is a Director or Consultant on the Effective
Date and each individual who becomes a Director or Consultant
thereafter during the term of the Plan, shall be a participant
("Participant") in the Plan, in each case during such period as
such individual remains a Director or Consultant and is not an
employee of the Company or any of its subsidiaries.  Each credit
of shares of Common Stock pursuant to the Plan shall be evidenced
by a written agreement duly executed and delivered by or on
behalf of the Company and a Participant, if such an agreement is
required by the Company to assure compliance with all applicable
laws and regulations.

5.  Grants of Shares.

Commencing on the Effective Date, the amount for service to
directors or consultants shall instead be payable in shares of
Common Stock ("Stock Retainer") pursuant to this Plan at the
deemed issuance price of one tenth of one cent ($0.001) per
Share.

6.  Deferral Option.

From and after the Effective Date, a Participant may make an
election (a "Deferral Election") on an annual basis to defer
delivery of the Stock Retainer specifying which one of the
following way the Stock Retainer is to be delivered:  (a) on the
date which is three years after the Effective Date for which it
was originally payable ("Third Anniversary"), (b) on the date
upon which the Participant ceases to be a Director or Consultant
for any reason ("Departure Date") or (c) in five equal annual
installments commencing on the Departure Date ("Third
Anniversary" and "Departure Date" each being referred to herein
as a "Delivery Date").  Such Deferral Election shall remain in
effect for each Subsequent Year unless changed, provided that,
any Deferral Election with respect to a particular Year may not
be changed less than six (6) months prior to the beginning of
such  Year and provided, further, that no more than one Deferral
Election or change thereof may be made in any Year.

Any Deferral Election and any change or revocation thereof shall
be made by delivering written notice thereof to the Committee no
later than six (6) months prior to the beginning of the Year in
which it is to be effected; provided that, with respect to the
Year beginning on the Effective Date, any Deferral Election or
revocation thereof must be delivered no later than the close of
business on the thirtieth (30th) day after the Effective Date.

7.  Deferred Stock Accounts.

The Company shall maintain a Deferred Stock Account for each
Participant who makes a Deferral Election to which shall be
credited, as of the applicable Payment Time, the number of shares
of Common Stock payable pursuant to the Stock Retainer to which
the Deferral Election relates.  So long as any amounts in such
Deferred Stock Account have not been delivered to the Participant
under Section 8, each Deferred Stock Account shall be credited as
of the payment date for any dividend paid or other distribution
made with respect to the Common Stock, with a number of shares of
Common Stock equal to (a) the number of shares of Common Stock
shown in such Deferred Stock Account on the record date for such
dividend or distribution multiplied by (b) the Dividend
Equivalent for such dividend or distribution.

8.  Delivery of Shares.

(a)  The shares of Common Stock in a Participant's Deferred Stock
Account with respect to any Stock Retainer for which a Deferral
Election has been made (together with dividends attributable to
such shares credited to such Deferred Stock Account) shall be
delivered in accordance with this Section 8 as soon as
practicable after the applicable Delivery Date.  Except with
respect to a Deferral Election pursuant to Section 6(c), or other
agreement between the parties, such shares shall be delivered at
one time; provided that, if the number of shares so delivered
includes a fractional share, such number shall be rounded to the
nearest whole number of shares. If the Participant has in effect
a Deferral Election pursuant to Section 6(c), then such shares
shall be delivered in five equal annual installments (together
with dividends attributable to such shares credited to such
Deferred Stock Account), with the first such installment being
delivered on the first anniversary of the Delivery Date; provided
that, if in order to equalize such installments, fractional
shares would have to be delivered, such installments shall be
adjusted by rounding to the nearest whole share.  If any such
shares are to be delivered after the Participant has died or
become legally incompetent, they shall be delivered to the
Participant's estate or legal guardian, as the case may be, in
accordance with the foregoing; provided that, if the Participant
dies with a Deferral Election pursuant to Section 6(c) in effect,
the Committee shall deliver all remaining undelivered shares to
the Participant's estate immediately. References to a Participant
in this Plan shall be deemed to refer to the Participant's estate
or legal guardian, where appropriate.

(b)  The Company may, but shall not be required to, create a
grantor trust or utilize an existing grantor trust (in either
case, "Trust") to assist it in accumulating the shares of Common
Stock needed to fulfill its obligations under this  Section 8.
However, Participants shall have no beneficial or other interest
in the Trust and the assets thereof, and their rights under the
Plan shall be as general creditors of the Company, unaffected by
the existence or nonexistence of the Trust, except that
deliveries of Stock Retainers to Participants from the Trust
shall, to the extent thereof, be treated as satisfying the
Company's obligations under this Section 8.

9.  Share Certificates; Voting and Other Rights.

The certificates for shares delivered to a Participant pursuant
to Section 8 above shall be issued in the name of the
Participant, and from and after the date of such issuance the
Participant shall be entitled to all rights of a shareholder with
respect to Common Stock for all such shares issued in his or her
name, including the right to vote the shares, and the Participant
shall receive all dividends and other distributions paid or made
with respect thereto.

10.  General Restrictions.

(a)  Notwithstanding any other provision of the Plan or
agreements made pursuant thereto, the Company shall not be
required to issue or deliver any certificate or certificates for
shares of Common Stock under the Plan prior to fulfillment of all
of the following conditions:

(i)   Listing or approval for listing upon official notice of
issuance of such shares on the New York Stock Exchange, Inc., or
such other securities exchange as may at the time be a market for
the Common Stock;

(ii)   Any registration or other qualification of such shares
under any state or federal law or regulation, or the maintaining
in effect of any such registration or other qualification which
the Committee shall, upon the advice of counsel, deem necessary
or advisable; and

(iii)   Obtaining any other consent, approval, or permit from any
state or federal governmental agency which the Committee shall,
after receiving the advice of counsel, determine to be necessary
or advisable.

(b)  Nothing contained in the Plan shall prevent the Company from
adopting other or additional compensation arrangements for the
Participants.

11.  Shares Available.

Subject to Section 12 below, the maximum number of shares of
Common Stock which may in the aggregate be paid as Stock
Retainers pursuant to the Plan is Forty Million (40,000,000).
Shares of Common Stock issueable under the Plan may be taken from
treasury shares of the Company or purchased on the open market.

12.  Adjustments; Change of Control.

(a)  In the event that there is, at any time after the Board
adopts the Plan, any change in corporate capitalization, such as
a stock split, combination of shares, exchange of shares,
warrants or rights offering to purchase Common Stock at a price
below its fair market value, reclassification, or
recapitalization, or a corporate transaction, such as any merger,
consolidation, separation, including a spin-off, or other
extraordinary distribution of stock or property of the Company,
any reorganization (whether or not such reorganization comes
within the definition of such term in Section 368 of the Code) or
any partial or complete liquidation of the Company (each of the
foregoing a "Transaction"), in each case other than any such
Transaction which constitutes a Change of Control (as defined
below), (i) the Deferred Stock Accounts shall be credited with
the amount and kind of shares or other property which would have
been received by a holder of the number of shares of Common Stock
held in such Deferred Stock Account had such shares of Common
Stock been outstanding as of the effectiveness of any such
Transaction, (ii) the number and kind of shares or other property
subject to the Plan shall likewise be appropriately adjusted to
reflect the effectiveness of any such Transaction and (iii) the
Committee shall appropriately adjust any other relevant
provisions of the Plan and any such modification by the Committee
shall be binding and conclusive on all persons.

(b)  If the shares of Common Stock credited to the Deferred Stock
Accounts are converted pursuant to Section 12(a) into another
form of property, references in the Plan to the Common Stock
shall be deemed, where appropriate, to refer to such other form
of property, with such other modifications as may be required for
the Plan to operate in accordance with its purposes. Without
limiting the generality of the foregoing, references to delivery
of certificates for shares of Common Stock shall be deemed to
refer to delivery of cash and the incidents of ownership of any
other property held in the Deferred Stock Accounts.

(c)  In lieu of the adjustment contemplated by Section 12(a), in
the event of a Change of Control, the following shall occur on
the date of the Change of Control:  (i) the shares of Common
Stock held in each Participant's Deferred Stock Account  shall be
deemed to be issued and outstanding as of the Change of Control;
(ii) the Company shall forthwith deliver to each Participant who
has a Deferred Stock Account all of the shares of Common Stock or
any other property held in such Participant's Deferred Stock
Account; and (iii) the Plan shall be terminated.

(d)  For purposes of this Plan, Change of Control shall mean any
of the following events:

(i)   The acquisition by any individual, entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) (a
"Person") of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of 20% or more of
either (a) the then outstanding shares of common stock of the
Company ("Outstanding Company Common Stock") or (b) the combined
voting power of the then outstanding voting securities of the
Company entitled to vote generally in the election of directors
("Outstanding Company Voting Securities"); provided, however,
that the following acquisitions shall not constitute a Change of
Control:  (a) any acquisition directly from the Company
(excluding an acquisition by virtue of the exercise of a
conversion privilege unless the security being so converted was
itself acquired directly from the Company), (b) any acquisition
by the Company, (c) any acquisition by any employee benefit plan
(or related trust) sponsored or maintained by the Company or any
corporation controlled by the Company or (d) any acquisition by
any corporation pursuant to a reorganization, merger or
consolidation, if, following such reorganization, merger or
consolidation, the conditions described in clauses (a), (b) and
(c) of paragraph (iii) of this Section 12(d) are satisfied; or

(ii)   Individuals who, as of the date hereof, constitute the
Board of the Company (as of the date hereof, "Incumbent Board")
cease for any reason to constitute at least a majority of the
Board; provided, however, that any individual becoming a director
subsequent to the date hereof whose election, or nomination for
election by the Company's shareholders, was approved by a vote of
at least a majority of the directors then comprising the
Incumbent Board shall be considered as though such individual
were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office
occurs as a result of either an actual or threatened election
contest (as such terms are used in Rule 14a-11 of Regulation 14A
promulgated under the Exchange Act) or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person
other than the Board; or

(iii)   Approval by the shareholders of the Company of a
reorganization, merger, binding share exchange or consolidation,
unless, following such reorganization, merger, binding share
exchange or consolidation (a) more than sixty percent (60%) of,
respectively, the then outstanding shares of common stock of the
corporation resulting from such reorganization, merger, binding
share exchange or consolidation and the combined voting power of
the then outstanding voting securities of such corporation
entitled to vote generally in the election of directors is then
beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were the
beneficial owners, respectively, of the Outstanding Company
Common Stock and Outstanding Company Voting Securities
immediately prior to such reorganization, merger, binding share
exchange or consolidation in substantially the same proportions
as their ownership, immediately prior to such reorganization,
merger, binding share exchange or consolidation, of the
Outstanding Company Common Stock and Outstanding Company Voting
Securities, as the case may be, (b) no Person (excluding the
Company, any employee benefit plan (or related trust) of the
Company or such corporation resulting from such reorganization,
merger, binding share exchange or consolidation and any Person
beneficially owning, immediately prior to such reorganization,
merger, binding share exchange or consolidation, directly or
indirectly, twenty percent (20%) or more of the Outstanding
Company Common Stock or Outstanding Company Voting Securities, as
the case may be) beneficially owns, directly or indirectly,
twenty percent (20%) or more of, respectively, the then
outstanding shares of common stock of the corporation resulting
from such reorganization, merger, binding share exchange or
consolidation or the combined voting power of the then
outstanding voting securities of such corporation entitled to
vote generally in the election of directors and (c) at least a
majority of the members of the board of directors of the
corporation resulting from such reorganization, merger, binding
share exchange or consolidation were members of the Incumbent
Board at the time of the execution of the initial agreement
providing for such reorganization, merger, binding share exchange
or consolidation; or

(iv)   Approval by the shareholders of the Company of (a) a
complete liquidation or dissolution of the Company or (b) the
sale or other disposition of all or substantially all of the
assets of the Company, other than to a corporation, with respect
to which following such sale or other disposition, (x) more than
sixty percent (60%) of, respectively, the then outstanding shares
of common stock of such corporation and the combined voting power
of the then outstanding voting securities of such corporation
entitled to vote generally in the election of directors is then
beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were the
beneficial owners, respectively, of the Outstanding Company
Common Stock and Outstanding Company Voting Securities
immediately prior to such sale or other disposition in
substantially the same proportion as their ownership, immediately
prior to such sale or other disposition, of the Outstanding
Company Common Stock and Outstanding Company Voting Securities,
as the case may be, (y) no Person (excluding the Company and any
employee benefit plan (or related trust) of the Company or such
corporation and any Person beneficially owning, immediately prior
to such sale or other disposition, directly or indirectly, twenty
percent (20%) or more of the Outstanding Company Common Stock or
Outstanding Company Voting Securities, as the case may be)
beneficially owns, directly or indirectly, twenty percent (20%)
or more of, respectively, the then outstanding shares of common
stock of such corporation and the combined voting power of the
then outstanding voting securities of such corporation entitled
to vote generally in the election of directors and (z) at least a
majority of the members of the board of directors of such
corporation were members of the Incumbent Board at the time of
the execution of the initial agreement or action of the Board
providing for such sale or other disposition of assets of the Company.

13.  Administration; Amendment and Termination.

(a)  The Plan shall be administered by a committee consisting of
three members who shall be the current directors of the Company
or senior executive officers or other directors who are not
Participants as may be designated by the Chief Executive Officer
("Committee"), which shall have full authority to construe and
interpret the Plan, to establish, amend and rescind rules and
regulations relating to the Plan, and to take all such actions
and make all such determinations in connection with the Plan as
it may deem necessary or desirable. (b)  The Board may from time
to time make such amendments to the Plan, including to preserve
or come within any exemption from liability under Section 16(b)
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), as it may deem proper and in the best interest of the
Company without further approval of the Company's stockholders,
provided that, to the extent required under Nevada law or to
qualify transactions under the Plan for exemption under Rule 16b-
3 promulgated under the Exchange Act, no amendment to the Plan
shall be adopted without further approval of the Company's
stockholders and, provided, further, that if and to the extent
required for the Plan to comply with Rule 16b-3 promulgated under
the Exchange Act, no amendment to the Plan shall be made more
than once in any six (6) month period that would change the
amount, price or timing of the grants of Common Stock hereunder
other than to comport with changes in the Internal Revenue Code
of 1986, as amended, the Employee Retirement Income Security Act
of 1974, as amended, or the regulations thereunder.  (c)  The
Board may terminate the Plan at any time by a vote of a majority
of the members thereof.

14.  Micellaneous.

(a)  Nothing in the Plan shall be deemed to create any obligation
on the part of the Board to nominate any Director for reelection
by the Company's shareholders or to limit the rights of the
shareholders to remove any Director.

(b)  The Company shall have the right to require, prior to the
issuance or delivery of any shares of Common Stock pursuant to
the Plan, that a Participant make arrangements satisfactory to
the Committee for the withholding of any taxes required by law to
be withheld with respect to the issuance or delivery of such
shares, including without limitation by the withholding of shares
that would otherwise be so issued or delivered, by withholding
from any other payment due to the Participant, or by a cash
payment to the Company by the Participant.

15.  Governing Law.

The Plan and all actions taken thereunder shall be governed by
and construed in accordance with the laws of the State of Nevada.
IN WITNESS WHEREOF, this Plan has been executed as of the 27th day
of April, 2001.

eConnect


By:   /s/ Thomas S. Hughes
Thomas S. Hughes, President

                           EX-4.2
             CONSULTING SERVICES AGREEMENT


This Consulting Services Agreement ("Agreement"), dated March 19,
2001, is made by and between Francis Mecoli, an individual
("Consultant"), whose address is 5202 Bon Vivant Drive, #22,
Tampa Florida 33603, and eConnect, a Nevada corporation
("Client"), having its principal place of business at 2500 Via
Cabrillo Marina, Suite 112, San Pedro, California 90731.

WHEREAS, Consultant has background experience, resources and
contacts in the securities and wireless industry; and will engage
in the pursuit of a securities firm(s) with clearing capabilities
to initiate Client's PERFECT industry.  Additionally, Consultant
will, on behalf of Client, maintain a position as liaison in
regard to the aforementioned, brokerage firm(s) and contacts.
Additionally, consultant has contacts in the wireless industry
and will introduce, on behalf of Client, Client's PERFECT
industry to these wireless contacts. Consultant will further
provide offers, by all parties, to Client to initiate Client's
PERFECT industry to interface with the wireless industry and the
securities industry.  Consultant, at his own expense, may engage
other parties in the securities industry or related fields to
assist Consultant to provide the most efficient and expeditious
service to Client;

WHEREAS, Consultant desires to be engaged by Client to provide
information, evaluation and consulting services to the Client in
his areas of knowledge and expertise on the terms and subject to
the conditions set forth herein;

WHEREAS, Client is a publicly held corporation with its common
stock shares trading on the Over the Counter Bulletin Board under
the ticker symbol "ECNC," and desires to further develop its
business and increase it's common stock share's value by
enhancing public awareness of the business of the Client and its
image; and

WHEREAS, Client desires to engage Consultant to provide
information, evaluation and consulting services to the Client in
his areas of knowledge and expertise on the terms and subject to
the conditions set forth herein.

NOW, THEREFORE, in consideration for those services Consultant
provides to Client, the parties agree as follows:

1.  Services of Consultant.

Consultant agrees to perform for Client all necessary services
required to identify and develop eCashPad ATM card with PIN
instant cash payments to brokerage firms with the target of
clearance of PERFECT industry specialty ATM card with PIN instant
cash payments.  Consultant will further provide offers, by all
parties, to Client to initiate Client's PERFECT industry to
interface with the wireless industry and the securities industry.
As such, Consultant will be providing bona fide services to
Client. The services to be provided by Consultant will not be in
connection with the offer or sale of securities in a capital-
raising transaction, and will not directly or indirectly promote
or maintain a market for Client's securities.

2.  Consideration.

Client agrees to pay Consultant, as his fee and as consideration
for services provided, one hundred thousand (100,000) shares of
S-8 free trading common stock in Client. Shares are due and
payable immediately upon the effectiveness of the Form S-8
Registration Statement with the U.S. Securities and Exchange
Commission and with any appropriate states securities administrator.

3.  Confidentiality.

Each party agrees that during the course of this Agreement,
information that is confidential or of a proprietary nature may
be disclosed to the other party, including, but not limited to,
product and business plans, software, technical processes and
formulas, source codes, product designs, sales, costs and other
unpublished financial information, advertising revenues, usage
rates, advertising relationships, projections, and marketing data
("Confidential Information"). Confidential Information shall not
include information that the receiving party can demonstrate (a)
is, as of the time of its disclosure, or thereafter becomes part
of the public domain through a source other than the receiving
party, (b) was known to the receiving party as of the time of its
disclosure, (c) is independently developed by the receiving party,
or (d) is subsequently learned from a third party not under a
confidentiality obligation to the providing party.

4.  Late Payment.

Client shall pay to Consultant all fees within fifteen (15) days
of the due date. Failure of Client to finally pay any fees within
fifteen (15) days after the applicable due date shall be deemed a
material breach of this Agreement, justifying suspension of the
performance of the "Services" provided by Consultant, will be
sufficient cause for immediate termination of this Agreement by
Consultant. Any such suspension will in no way relieve Client
from payment of fees, and, in the event of collection
enforcement, Client shall be liable for any costs associated with
such collection, including, but not limited to, legal costs,
attorneys' fees, courts costs, and collection agency fees.

5.  Indemnification.

(a)  Client.

Client agrees to indemnify, defend, and shall hold harmless
Consultant and /or his agents, and to defend any action brought
against said parties with respect to any claim, demand, cause of
action, debt or liability, including reasonable attorneys' fees
to the extent that such action is based upon a claim that: (i) is
true, (ii) would constitute a breach of any of Client's
representations, warranties, or agreements hereunder, or (iii)
arises out of the negligence or willful misconduct of Client, or
any Client Content to be provided by Client and does not violate
any rights of third parties, including, without limitation,
rights of publicity, privacy, patents, copyrights, trademarks,
trade secrets, and/or licenses.

(b)  Consultant.

Consultant agrees to indemnify, defend, and shall hold harmless
Client, its directors, employees and agents, and defend any
action brought against same with respect to any claim, demand,
cause of action, debt or liability, including reasonable
attorneys' fees, to the extent that such an action arises out of
the gross negligence or willful misconduct of Consultant.

(c)  Notice.

In claiming any indemnification hereunder, the indemnified party
shall promptly provide the indemnifying party with written notice
of any claim, which the indemnified party believes falls within
the scope of the foregoing paragraphs. The indemnified party may,
at its expense, assist in the defense if it so chooses, provided
that the indemnifying party shall control such defense, and all
negotiations relative to the settlement of any such claim. Any
settlement intended to bind the indemnified party shall not be
final without the indemnified party's written consent, which
shall not be unreasonably withheld.

6.  Limitation of Liability.

Consultant shall have no liability with respect to Consultant's
obligations under this Agreement or otherwise for consequential,
exemplary, special, incidental, or punitive damages even if
Consultant has been advised of the possibility of such damages.
In any event, the liability of Consultant to Client for any
reason and upon any cause of action, regardless of the form in
which  the legal or equitable action may be brought, including,
without limitation, any action in tort or contract, shall not
exceed ten percent (10%) of the fee paid by Client to Consultant
for the specific service provided that is in question.

7.  Termination and Renewal.

(a)  Term.

This Agreement shall become effective on the date appearing next
to the signatures below and terminate one (1) year thereafter.
Unless otherwise agreed upon in writing by Consultant and Client,
this Agreement shall not automatically be renewed beyond its Term.

(b)  Termination.

Either party may terminate this Agreement on thirty (30) calendar
days written notice, or if prior to such action, the other party
materially breaches any of its representations, warranties or
obligations under this Agreement. Except as may be otherwise
provided in this Agreement, such breach by either party will
result in the other party being responsible to reimburse the non-
defaulting party for all costs incurred directly as a result of
the breach of this Agreement, and shall be subject to such
damages as may be allowed by law including all attorneys' fees
and costs of enforcing this Agreement.

(c)  Termination and Payment.

Upon any termination or expiration of this Agreement, Client
shall pay all unpaid and outstanding fees through the effective
date of termination or expiration of this Agreement. And upon
such termination, Consultant shall provide and deliver to Client
any and all outstanding services due through the effective date
of this Agreement.

8.  Miscellaneous.

(a)  Independent Contractor.

This Agreement establishes an "independent contractor"
relationship between Consultant and Client.

(b)  Rights Cumulative; Waivers.

The rights of each of the parties under this Agreement are
cumulative.  The rights of each of the parties hereunder shall
not be capable of being waived or varied other than by an express
waiver or variation in writing.  Any failure to exercise or any
delay in exercising any of such rights shall not operate as a
waiver or variation of that or any other such right.  Any
defective or partial exercise of any of such rights shall not
preclude any other or further exercise of that or any other such
right.  No act or course of conduct or negotiation on the part of
any party shall in any way preclude such party from exercising
any such right or constitute a suspension or any variation of any
such right.

(c)  Benefit; Successors Bound.

This Agreement and the terms, covenants, conditions, provisions,
obligations, undertakings, rights, and benefits hereof, shall be
binding upon, and shall inure to the benefit of, the undersigned
parties and their heirs, executors, administrators,
representatives, successors, and permitted assigns.

(d)  Entire Agreement.

This Agreement contains the entire agreement between the parties
with respect to the subject matter hereof.  There are no
promises, agreements, conditions, undertakings, understandings,
warranties, covenants or representations, oral or written,
express or implied, between them with respect to this Agreement
or the matters described in this Agreement, except as set forth
in this Agreement.  Any such negotiations, promises, or
understandings shall not be used to interpret or constitute this
Agreement.

(e)  Assignment.

Neither this Agreement nor any other benefit to accrue hereunder
shall be assigned or transferred by either party, either in whole
or in part, without the written consent of the other party, and
any purported assignment in violation hereof shall be void.

(f)  Amendment.

This Agreement may be amended only by an instrument in writing
executed by all the parties hereto.

(g)  Severability.

Each part of this Agreement is intended to be severable.  In the
event that any provision of this Agreement is found by any court
or other authority of competent jurisdiction to be illegal or
unenforceable, such provision shall be severed or modified to the
extent necessary to render it enforceable and as so severed or
modified, this Agreement shall continue in full force and effect.

(h)  Section Headings.

The Section headings in this Agreement are for reference purposes
only and shall not affect in any way the meaning or
interpretation of this Agreement.

(i)  Construction.

Unless the context otherwise requires, when used herein, the
singular shall be deemed to include the plural, the plural shall
be deemed to include each of the singular, and pronouns of one or
no gender shall be deemed to include the equivalent pronoun of
the other or no gender.

(j)  Further Assurances.

In addition to the instruments and documents to be made, executed
and delivered pursuant to this Agreement, the parties hereto
agree to make, execute and deliver or cause to be made, executed
and delivered, to the requesting party such other instruments and
to take such other actions as the requesting party may reasonably
require to carry out the terms of this Agreement and the
transactions contemplated hereby.

(k)  Notices.

Any notice which is required or desired under this Agreement
shall be given in writing and may be sent by personal delivery or
by mail (either a. United States mail, postage prepaid, or b.
Federal Express or similar generally recognized overnight
carrier), addressed as follows (subject to the right to designate
a different address by notice similarly given):

To Client:

Thomas S. Hughes
eConnect
2500 Via Cabrillo Marina, Suite 112
San Pedro, California 90731

To Consultant:

Francis Mecoli
5202 Bon Vivant Drive, #22
Tampa Florida 33603

(l)  Governing Law.

This Agreement shall be governed by the interpreted in accordance
with the laws of the State of California without reference to its
conflicts of laws rules or principles.  Each of the parties
consents to the exclusive jurisdiction of the federal courts of
the State of California in connection with any dispute arising
under this Agreement and hereby waives, to the maximum extent
permitted by law, any objection, including any objection based on
forum non coveniens, to the bringing of any such proceeding in
such jurisdictions.

(m)  Consents.

The person signing this Agreement on behalf of each party hereby
represents and warrants that he has the necessary power, consent
and authority to execute and deliver this Agreement on behalf of
such party.

(n)  Survival of Provisions.

The provisions contained in paragraphs 3, 5, 6, and 8 of this
Agreement shall survive the termination of this Agreement.

(o)  Execution in Counterparts.

This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and all of which
together shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and have agreed to and accepted the terms herein on the
date written above.

eConnect


By :  /s/  Thomas S. Hughes
Thomas S. Hughes, President


Francis Mecoli


/s/  Francis Mecoli

                           EX-4.3

             CONSULTING SERVICES AGREEMENT


This Consulting Services Agreement ("Agreement"), dated March 20,
2001, is made by and between William West, an individual
("Consultant"), whose address is 89 Park Avenue, Caldwell, New
Jersey 07006, and eConnect, a Nevada corporation ("Client"),
having its principal place of business at 2500 Via Cabrillo
Marina, Suite 112, San Pedro, California 90731.

WHEREAS, Consultant has extensive background with the public
utilities payment industry and the need for Internet instant cash
payment by eCashPad ATM card with PIN;

WHEREAS, Consultant desires to be engaged by Client to provide
information, evaluation and consulting services to the Client in
his areas of knowledge and expertise on the terms and subject to
the conditions set forth herein;

WHEREAS, Client is a publicly held corporation with its common
stock shares trading on the Over the Counter Bulletin Board under
the ticker symbol "ECNC," and desires to further develop its
business and increase it's common stock share's value by
enhancing public awareness of the business of the Client and its
image; and

WHEREAS, Client desires to engage Consultant to provide
information, evaluation and consulting services to the Client in
his areas of knowledge and expertise on the terms and subject to
the conditions set forth herein.

NOW, THEREFORE, in consideration for those services Consultant
provides to Client, the parties agree as follows:

1.  Services of Consultant.

Consultant agrees to develop the usage of the eCashPad for ATM
card with PIN entry payments to the public utilities industry
with specific focus on telecommunications.  As such, Consultant
will be providing bona fide services to Client.  The services to
be provided by Consultant will not be in connection with the
offer or sale of securities in a capital-raising transaction, and
will not directly or indirectly promote or maintain a market for
Client's securities.

2.  Consideration.

Client agrees to pay Consultant, as his fee and as consideration
for services provided, two hundred thousand (200,000) shares of
S-8 free trading common stock in Client. Shares are due and
payable immediately upon the effectiveness of the Form S-8
Registration Statement with the U.S. Securities and Exchange
Commission and with any appropriate states securities administrator.

3.  Confidentiality.

Each party agrees that during the course of this Agreement,
information that is confidential or of a proprietary nature may
be disclosed to the other party, including, but not limited to,
product and business plans, software, technical processes and
formulas, source codes, product designs, sales, costs and other
unpublished financial information, advertising revenues, usage
rates, advertising relationships, projections, and marketing data
("Confidential Information"). Confidential Information shall not
include information that the receiving party can demonstrate (a)
is, as of the time of its disclosure, or thereafter becomes part
of the public domain through a source other than the receiving
party, (b) was known to the receiving party as of the time of its
disclosure, (c) is independently developed by the receiving party,
or (d) is subsequently learned from a third party not under a
confidentiality obligation to the providing party.

4.  Late Payment.

Client shall pay to Consultant all fees within fifteen (15) days
of the due date. Failure of Client to finally pay any fees within
fifteen (15) days after the applicable due date shall be deemed a
material breach of this Agreement, justifying suspension of the
performance of the "Services" provided by Consultant, will be
sufficient cause for immediate termination of this Agreement by
Consultant. Any such suspension will in no way relieve Client
from payment of fees, and, in the event of collection
enforcement, Client shall be liable for any costs associated with
such collection, including, but not limited to, legal costs,
attorneys' fees, courts costs, and collection agency fees.

5.  Indemnification.

(a)  Client.

Client agrees to indemnify, defend, and shall hold harmless
Consultant and /or his agents, and to defend any action brought
against said parties with respect to any claim, demand, cause of
action, debt or liability, including reasonable attorneys' fees
to the extent that such action is based upon a claim that: (i) is
true, (ii) would constitute a breach of any of Client's
representations, warranties, or agreements hereunder, or (iii)
arises out of the negligence or willful misconduct of Client, or
any Client Content to be provided by Client and does not violate
any rights of third parties, including, without limitation,
rights of publicity, privacy, patents, copyrights, trademarks,
trade secrets, and/or licenses.

(b)  Consultant.

Consultant agrees to indemnify, defend, and shall hold harmless
Client, its directors, employees and agents, and defend any
action brought against same with respect to any claim, demand,
cause of action, debt or liability, including reasonable
attorneys' fees, to the extent that such an action arises out of
the gross negligence or willful misconduct of Consultant.

(c)  Notice.

In claiming any indemnification hereunder, the indemnified party
shall promptly provide the indemnifying party with written notice
of any claim, which the indemnified party believes falls within
the scope of the foregoing paragraphs. The indemnified party may,
at its expense, assist in the defense if it so chooses, provided
that the indemnifying party shall control such defense, and all
negotiations relative to the settlement of any such claim. Any
settlement intended to bind the indemnified party shall not be
final without the indemnified party's written consent, which
shall not be unreasonably withheld.

6.  Limitation of Liability.

Consultant shall have no liability with respect to Consultant's
obligations under this Agreement or otherwise for consequential,
exemplary, special, incidental, or punitive damages even if
Consultant has been advised of the possibility of such damages.
In any event, the liability of Consultant to Client for any
reason and upon any cause of action, regardless of the form in
which  the legal or equitable action may be brought, including,
without limitation, any action in tort or contract, shall not
exceed ten percent (10%) of the fee paid by Client to Consultant
for the specific service provided that is in question.

7.  Termination and Renewal.

(a)  Term.

This Agreement shall become effective on the date appearing next
to the signatures below and terminate one (1) year thereafter.
Unless otherwise agreed upon in writing by Consultant and Client,
this Agreement shall not automatically be renewed beyond its Term.

(b)  Termination.

Either party may terminate this Agreement on thirty (30) calendar
days written notice, or if prior to such action, the other party
materially breaches any of its representations, warranties or
obligations under this Agreement. Except as may be otherwise
provided in this Agreement, such breach by either party will
result in the other party being responsible to reimburse the non-
defaulting party for all costs incurred directly as a result of
the breach of this Agreement, and shall be subject to such
damages as may be allowed by law including all attorneys' fees
and costs of enforcing this Agreement.

(c)  Termination and Payment.

Upon any termination or expiration of this Agreement, Client
shall pay all unpaid and outstanding fees through the effective
date of termination or expiration of this Agreement. And upon
such termination, Consultant shall provide and deliver to Client
any and all outstanding services due through the effective date
of this Agreement.

8.  Miscellaneous.

(a)  Independent Contractor.

This Agreement establishes an "independent contractor"
relationship between Consultant and Client.

(b)  Rights Cumulative; Waivers.

The rights of each of the parties under this Agreement are
cumulative.  The rights of each of the parties hereunder shall
not be capable of being waived or varied other than by an express
waiver or variation in writing.  Any failure to exercise or any
delay in exercising any of such rights shall not operate as a
waiver or variation of that or any other such right.  Any
defective or partial exercise of any of such rights shall not
preclude any other or further exercise of that or any other such
right.  No act or course of conduct or negotiation on the part of
any party shall in any way preclude such party from exercising
any such right or constitute a suspension or any variation of any
such right.

(c)  Benefit; Successors Bound.

This Agreement and the terms, covenants, conditions, provisions,
obligations, undertakings, rights, and benefits hereof, shall be
binding upon, and shall inure to the benefit of, the undersigned
parties and their heirs, executors, administrators,
representatives, successors, and permitted assigns.

(d)  Entire Agreement.

This Agreement contains the entire agreement between the parties
with respect to the subject matter hereof.  There are no
promises, agreements, conditions, undertakings, understandings,
warranties, covenants or representations, oral or written,
express or implied, between them with respect to this Agreement
or the matters described in this Agreement, except as set forth
in this Agreement.  Any such negotiations, promises, or
understandings shall not be used to interpret or constitute this
Agreement.

(e)  Assignment.

Neither this Agreement nor any other benefit to accrue hereunder
shall be assigned or transferred by either party, either in whole
or in part, without the written consent of the other party, and
any purported assignment in violation hereof shall be void.

(f)  Amendment.

This Agreement may be amended only by an instrument in writing
executed by all the parties hereto.

(g)  Severability.

Each part of this Agreement is intended to be severable.  In the
event that any provision of this Agreement is found by any court
or other authority of competent jurisdiction to be illegal or
unenforceable, such provision shall be severed or modified to the
extent necessary to render it enforceable and as so severed or
modified, this Agreement shall continue in full force and effect.

(h)  Section Headings.

The Section headings in this Agreement are for reference purposes
only and shall not affect in any way the meaning or
interpretation of this Agreement.

(i)  Construction.

Unless the context otherwise requires, when used herein, the
singular shall be deemed to include the plural, the plural shall
be deemed to include each of the singular, and pronouns of one or
no gender shall be deemed to include the equivalent pronoun of
the other or no gender.

(j)  Further Assurances.

In addition to the instruments and documents to be made, executed
and delivered pursuant to this Agreement, the parties hereto
agree to make, execute and deliver or cause to be made, executed
and delivered, to the requesting party such other instruments and
to take such other actions as the requesting party may reasonably
require to carry out the terms of this Agreement and the
transactions contemplated hereby.

(k)  Notices.

Any notice which is required or desired under this Agreement
shall be given in writing and may be sent by personal delivery or
by mail (either a. United States mail, postage prepaid, or b.
Federal Express or similar generally recognized overnight
carrier), addressed as follows (subject to the right to designate
a different address by notice similarly given):

To Client:

Thomas S. Hughes
eConnect
2500 Via Cabrillo Marina, Suite 112
San Pedro, California 90731

To Consultant:

William West
89 Park Avenue
Caldwell, New Jersey 07006

(l)  Governing Law.

This Agreement shall be governed by the interpreted in accordance
with the laws of the State of California without reference to its
conflicts of laws rules or principles.  Each of the parties
consents to the exclusive jurisdiction of the federal courts of
the State of California in connection with any dispute arising
under this Agreement and hereby waives, to the maximum extent
permitted by law, any objection, including any objection based on
forum non coveniens, to the bringing of any such proceeding in
such jurisdictions.

(m)  Consents.

The person signing this Agreement on behalf of each party hereby
represents and warrants that he has the necessary power, consent
and authority to execute and deliver this Agreement on behalf of
such party.

(n)  Survival of Provisions.

The provisions contained in paragraphs 3, 5, 6, and 8 of this
Agreement shall survive the termination of this Agreement.

(o)  Execution in Counterparts.

This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and all of which
together shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and have agreed to and accepted the terms herein on the
date written above.

eConnect


By :  /s/  Thomas S. Hughes
Thomas S. Hughes, President


William West


/s/  William West

                           EX-4.4

              CONSULTING SERVICES AGREEMENT


This Consulting Services Agreement ("Agreement"), dated March 20,
2001, is made by and between Marc Tow, an individual
("Consultant"), whose address is 3402 Bimini Lane, #3F,  Coconut
Creek, Florida 33066, and eConnect, a Nevada corporation
("Client"), having its principal place of business at 2500 Via
Cabrillo Marina, Suite 112, San Pedro, California 90731.

WHEREAS, Consultant has background and experience with the
divesture of companies;

WHEREAS, Consultant desires to be engaged by Client to provide
information, evaluation and consulting services to the Client in
his areas of knowledge and expertise on the terms and subject to
the conditions set forth herein;

WHEREAS, Client is a publicly held corporation with its common
stock shares trading on the Over the Counter Bulletin Board under
the ticker symbol "ECNC," and desires to further develop its
business and increase it's common stock share's value by
enhancing public awareness of the business of the Client and its
image; and

WHEREAS, Client desires to engage Consultant to provide
information, evaluation and consulting services to the Client in
his areas of knowledge and expertise on the terms and subject to
the conditions set forth herein.

NOW, THEREFORE, in consideration for those services Consultant
provides to Client, the parties agree as follows:

1.  Services of Consultant.

Consultant agrees to work with client as regards the divesture of
eConnect Caribbean into a publicly traded company for the benefit
of the eConnect shareholders.  As such, Consultant will be
providing bona fide services to Client.  The services to be
provided by Consultant will not be in connection with the offer
or sale of securities in a capital-raising transaction, and will
not directly or indirectly promote or maintain a market for
Client's securities.

2.  Consideration.

Client agrees to pay Consultant, as his fee and as consideration
for services provided, five hundred fifty thousand (550,000)
shares of S-8 free trading common stock in Client. Shares are due
and payable immediately upon the effectiveness of the Form S-8
Registration Statement with the U.S. Securities and Exchange
Commission and with any appropriate states securities
administrator.

3.  Confidentiality.

Each party agrees that during the course of this Agreement,
information that is confidential or of a proprietary nature may
be disclosed to the other party, including, but not limited to,
product and business plans, software, technical processes and
formulas, source codes, product designs, sales, costs and other
unpublished financial information, advertising revenues, usage
rates, advertising relationships, projections, and marketing data
("Confidential Information"). Confidential Information shall not
include information that the receiving party can demonstrate (a)
is, as of the time of its disclosure, or thereafter becomes part
of the public domain through a source other than the receiving
party, (b) was known to the receiving party as of the time of its
disclosure, (c) is independently developed by the receiving party,
or (d) is subsequently learned from a third party not under a
confidentiality obligation to the providing party.

4.  Late Payment.

Client shall pay to Consultant all fees within fifteen (15) days
of the due date. Failure of Client to finally pay any fees within
fifteen (15) days after the applicable due date shall be deemed a
material breach of this Agreement, justifying suspension of the
performance of the "Services" provided by Consultant, will be
sufficient cause for immediate termination of this Agreement by
Consultant. Any such suspension will in no way relieve Client
from payment of fees, and, in the event of collection
enforcement, Client shall be liable for any costs associated with
such collection, including, but not limited to, legal costs,
attorneys' fees, courts costs, and collection agency fees.

5.  Indemnification.

(a)  Client.

Client agrees to indemnify, defend, and shall hold harmless
Consultant and /or his agents, and to defend any action brought
against said parties with respect to any claim, demand, cause of
action, debt or liability, including reasonable attorneys' fees
to the extent that such action is based upon a claim that: (i) is
true, (ii) would constitute a breach of any of Client's
representations, warranties, or agreements hereunder, or (iii)
arises out of the negligence or willful misconduct of Client, or
any Client Content to be provided by Client and does not violate
any rights of third parties, including, without limitation,
rights of publicity, privacy, patents, copyrights, trademarks,
trade secrets, and/or licenses.

(b)  Consultant.

Consultant agrees to indemnify, defend, and shall hold harmless
Client, its directors, employees and agents, and defend any
action brought against same with respect to any claim, demand,
cause of action, debt or liability, including reasonable
attorneys' fees, to the extent that such an action arises out of
the gross negligence or willful misconduct of Consultant.

(c)  Notice.

In claiming any indemnification hereunder, the indemnified party
shall promptly provide the indemnifying party with written notice
of any claim, which the indemnified party believes falls within
the scope of the foregoing paragraphs. The indemnified party may,
at its expense, assist in the defense if it so chooses, provided
that the indemnifying party shall control such defense, and all
negotiations relative to the settlement of any such claim. Any
settlement intended to bind the indemnified party shall not be
final without the indemnified party's written consent, which
shall not be unreasonably withheld.

6.  Limitation of Liability.

Consultant shall have no liability with respect to Consultant's
obligations under this Agreement or otherwise for consequential,
exemplary, special, incidental, or punitive damages even if
Consultant has been advised of the possibility of such damages.
In any event, the liability of Consultant to Client for any
reason and upon any cause of action, regardless of the form in
which  the legal or equitable action may be brought, including,
without limitation, any action in tort or contract, shall not
exceed ten percent (10%) of the fee paid by Client to Consultant
for the specific service provided that is in question.

7.  Termination and Renewal.

(a)  Term.

This Agreement shall become effective on the date appearing next
to the signatures below and terminate one (1) year thereafter.
Unless otherwise agreed upon in writing by Consultant and Client,
this Agreement shall not automatically be renewed beyond its
Term.

(b)  Termination.

Either party may terminate this Agreement on thirty (30) calendar
days written notice, or if prior to such action, the other party
materially breaches any of its representations, warranties or
obligations under this Agreement. Except as may be otherwise
provided in this Agreement, such breach by either party will
result in the other party being responsible to reimburse the non-
defaulting party for all costs incurred directly as a result of
the breach of this Agreement, and shall be subject to such
damages as may be allowed by law including all attorneys' fees
and costs of enforcing this Agreement.

(c)  Termination and Payment.

Upon any termination or expiration of this Agreement, Client
shall pay all unpaid and outstanding fees through the effective
date of termination or expiration of this Agreement. And upon
such termination, Consultant shall provide and deliver to Client
any and all outstanding services due through the effective date
of this Agreement.

8.  Miscellaneous.

(a)  Independent Contractor.

This Agreement establishes an "independent contractor"
relationship between Consultant and Client.

(b)  Rights Cumulative; Waivers.

The rights of each of the parties under this Agreement are
cumulative.  The rights of each of the parties hereunder shall
not be capable of being waived or varied other than by an express
waiver or variation in writing.  Any failure to exercise or any
delay in exercising any of such rights shall not operate as a
waiver or variation of that or any other such right.  Any
defective or partial exercise of any of such rights shall not
preclude any other or further exercise of that or any other such
right.  No act or course of conduct or negotiation on the part of
any party shall in any way preclude such party from exercising
any such right or constitute a suspension or any variation of any
such right.

(c)  Benefit; Successors Bound.

This Agreement and the terms, covenants, conditions, provisions,
obligations, undertakings, rights, and benefits hereof, shall be
binding upon, and shall inure to the benefit of, the undersigned
parties and their heirs, executors, administrators,
representatives, successors, and permitted assigns.

(d)  Entire Agreement.

This Agreement contains the entire agreement between the parties
with respect to the subject matter hereof.  There are no
promises, agreements, conditions, undertakings, understandings,
warranties, covenants or representations, oral or written,
express or implied, between them with respect to this Agreement
or the matters described in this Agreement, except as set forth
in this Agreement.  Any such negotiations, promises, or
understandings shall not be used to interpret or constitute this
Agreement.

(e)  Assignment.

Neither this Agreement nor any other benefit to accrue hereunder
shall be assigned or transferred by either party, either in whole
or in part, without the written consent of the other party, and
any purported assignment in violation hereof shall be void.

(f)  Amendment.

This Agreement may be amended only by an instrument in writing
executed by all the parties hereto.

(g)  Severability.

Each part of this Agreement is intended to be severable.  In the
event that any provision of this Agreement is found by any court
or other authority of competent jurisdiction to be illegal or
unenforceable, such provision shall be severed or modified to the
extent necessary to render it enforceable and as so severed or
modified, this Agreement shall continue in full force and effect.

(h)  Section Headings.

The Section headings in this Agreement are for reference purposes
only and shall not affect in any way the meaning or
interpretation of this Agreement.

(i)  Construction.

Unless the context otherwise requires, when used herein, the
singular shall be deemed to include the plural, the plural shall
be deemed to include each of the singular, and pronouns of one or
no gender shall be deemed to include the equivalent pronoun of
the other or no gender.

(j)  Further Assurances.

In addition to the instruments and documents to be made, executed
and delivered pursuant to this Agreement, the parties hereto
agree to make, execute and deliver or cause to be made, executed
and delivered, to the requesting party such other instruments and
to take such other actions as the requesting party may reasonably
require to carry out the terms of this Agreement and the
transactions contemplated hereby.

(k)  Notices.

Any notice which is required or desired under this Agreement
shall be given in writing and may be sent by personal delivery or
by mail (either a. United States mail, postage prepaid, or b.
Federal Express or similar generally recognized overnight
carrier), addressed as follows (subject to the right to designate
a different address by notice similarly given):

To Client:

Thomas S. Hughes
eConnect
2500 Via Cabrillo Marina, Suite 112
San Pedro, California 90731

To Consultant:

Marc Tow
3402 Bimini Lane, #3F
Coconut Creek, Florida 33066

(l)  Governing Law.

This Agreement shall be governed by the interpreted in accordance
with the laws of the State of California without reference to its
conflicts of laws rules or principles.  Each of the parties
consents to the exclusive jurisdiction of the federal courts of
the State of California in connection with any dispute arising
under this Agreement and hereby waives, to the maximum extent
permitted by law, any objection, including any objection based on
forum non coveniens, to the bringing of any such proceeding in
such jurisdictions.

(m)  Consents.

The person signing this Agreement on behalf of each party hereby
represents and warrants that he has the necessary power, consent
and authority to execute and deliver this Agreement on behalf of
such party.

(n)  Survival of Provisions.

The provisions contained in paragraphs 3, 5, 6, and 8 of this
Agreement shall survive the termination of this Agreement.

(o)  Execution in Counterparts.

This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and all of which
together shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and have agreed to and accepted the terms herein on the
date written above.

eConnect

By :  /s/  Thomas S. Hughes
Thomas S. Hughes, President


Marc Tow


/s/  Marc Tow

                             EX-4.5

                 CONSULTING SERVICES AGREEMENT


This Consulting Services Agreement ("Agreement"), dated March 20,
2001, is made by and between Felix Campos, an individual
("Consultant"), whose address is 10224 Vestil Court, Coral
Springs, Florida 33071, and eConnect, a Nevada corporation
("Client"), having its principal place of business at 2500 Via
Cabrillo Marina, Suite 112, San Pedro, California 90731.

WHEREAS, Consultant has background and experience with the
divesture of companies;

WHEREAS, Consultant desires to be engaged by Client to provide
information, evaluation and consulting services to the Client in
his areas of knowledge and expertise on the terms and subject to
the conditions set forth herein;

WHEREAS, Client is a publicly held corporation with its common
stock shares trading on the Over the Counter Bulletin Board under
the ticker symbol "ECNC," and desires to further develop its
business and increase it's common stock share's value by
enhancing public awareness of the business of the Client and its
image; and

WHEREAS, Client desires to engage Consultant to provide
information, evaluation and consulting services to the Client in
his areas of knowledge and expertise on the terms and subject to
the conditions set forth herein.

NOW, THEREFORE, in consideration for those services Consultant
provides to Client, the parties agree as follows:

1.  Services of Consultant.

Consultant agrees to work with client as regards the divesture of
eConnect Caribbean into a publicly traded company for the benefit
of the eConnect shareholders.  As such, Consultant will be
providing bona fide services to Client.  The services to be
provided by Consultant will not be in connection with the offer
or sale of securities in a capital-raising transaction, and will
not directly or indirectly promote or maintain a market for
Client's securities.

2.  Consideration.

Client agrees to pay Consultant, as his fee and as consideration
for services provided, one million two hundred fifty thousand
(1,250,000) shares of S-8 free trading common stock in Client.
Shares are due and payable immediately upon the effectiveness of
the Form S-8 Registration Statement with the U.S. Securities and
Exchange Commission and with any appropriate states securities
administrator.

3.  Confidentiality.

Each party agrees that during the course of this Agreement,
information that is confidential or of a proprietary nature may
be disclosed to the other party, including, but not limited to,
product and business plans, software, technical processes and
formulas, source codes, product designs, sales, costs and other
unpublished financial information, advertising revenues, usage
rates, advertising relationships, projections, and marketing data
("Confidential Information"). Confidential Information shall not
include information that the receiving party can demonstrate (a)
is, as of the time of its disclosure, or thereafter becomes part
of the public domain through a source other than the receiving
party, (b) was known to the receiving party as of the time of its
disclosure, (c) is independently developed by the receiving party,
or (d) is subsequently learned from a third party not under a
confidentiality obligation to the providing party.

4.  Late Payment.

Client shall pay to Consultant all fees within fifteen (15) days
of the due date. Failure of Client to finally pay any fees within
fifteen (15) days after the applicable due date shall be deemed a
material breach of this Agreement, justifying suspension of the
performance of the "Services" provided by Consultant, will be
sufficient cause for immediate termination of this Agreement by
Consultant. Any such suspension will in no way relieve Client
from payment of fees, and, in the event of collection
enforcement, Client shall be liable for any costs associated with
such collection, including, but not limited to, legal costs,
attorneys' fees, courts costs, and collection agency fees.

5.  Indemnification.

(a)  Client.

Client agrees to indemnify, defend, and shall hold harmless
Consultant and /or his agents, and to defend any action brought
against said parties with respect to any claim, demand, cause of
action, debt or liability, including reasonable attorneys' fees
to the extent that such action is based upon a claim that: (i) is
true, (ii) would constitute a breach of any of Client's
representations, warranties, or agreements hereunder, or (iii)
arises out of the negligence or willful misconduct of Client, or
any Client Content to be provided by Client and does not violate
any rights of third parties, including, without limitation,
rights of publicity, privacy, patents, copyrights, trademarks,
trade secrets, and/or licenses.

(b)  Consultant.

Consultant agrees to indemnify, defend, and shall hold harmless
Client, its directors, employees and agents, and defend any
action brought against same with respect to any claim, demand,
cause of action, debt or liability, including reasonable
attorneys' fees, to the extent that such an action arises out of
the gross negligence or willful misconduct of Consultant.

(c)  Notice.

In claiming any indemnification hereunder, the indemnified party
shall promptly provide the indemnifying party with written notice
of any claim, which the indemnified party believes falls within
the scope of the foregoing paragraphs. The indemnified party may,
at its expense, assist in the defense if it so chooses, provided
that the indemnifying party shall control such defense, and all
negotiations relative to the settlement of any such claim. Any
settlement intended to bind the indemnified party shall not be
final without the indemnified party's written consent, which
shall not be unreasonably withheld.

6.  Limitation of Liability.

Consultant shall have no liability with respect to Consultant's
obligations under this Agreement or otherwise for consequential,
exemplary, special, incidental, or punitive damages even if
Consultant has been advised of the possibility of such damages.
In any event, the liability of Consultant to Client for any
reason and upon any cause of action, regardless of the form in
which  the legal or equitable action may be brought, including,
without limitation, any action in tort or contract, shall not
exceed ten percent (10%) of the fee paid by Client to Consultant
for the specific service provided that is in question.

7.  Termination and Renewal.

(a)  Term.

This Agreement shall become effective on the date appearing next
to the signatures below and terminate one (1) year thereafter.
Unless otherwise agreed upon in writing by Consultant and Client,
this Agreement shall not automatically be renewed beyond its Term.

(b)  Termination.

Either party may terminate this Agreement on thirty (30) calendar
days written notice, or if prior to such action, the other party
materially breaches any of its representations, warranties or
obligations under this Agreement. Except as may be otherwise
provided in this Agreement, such breach by either party will
result in the other party being responsible to reimburse the non-
defaulting party for all costs incurred directly as a result of
the breach of this Agreement, and shall be subject to such
damages as may be allowed by law including all attorneys' fees
and costs of enforcing this Agreement.

(c)  Termination and Payment.

Upon any termination or expiration of this Agreement, Client
shall pay all unpaid and outstanding fees through the effective
date of termination or expiration of this Agreement. And upon
such termination, Consultant shall provide and deliver to Client
any and all outstanding services due through the effective date
of this Agreement.

8.  Miscellaneous.

(a)  Independent Contractor.

This Agreement establishes an "independent contractor"
relationship between Consultant and Client.

(b)  Rights Cumulative; Waivers.

The rights of each of the parties under this Agreement are
cumulative.  The rights of each of the parties hereunder shall
not be capable of being waived or varied other than by an express
waiver or variation in writing.  Any failure to exercise or any
delay in exercising any of such rights shall not operate as a
waiver or variation of that or any other such right.  Any
defective or partial exercise of any of such rights shall not
preclude any other or further exercise of that or any other such
right.  No act or course of conduct or negotiation on the part of
any party shall in any way preclude such party from exercising
any such right or constitute a suspension or any variation of any
such right.

(c)  Benefit; Successors Bound.

This Agreement and the terms, covenants, conditions, provisions,
obligations, undertakings, rights, and benefits hereof, shall be
binding upon, and shall inure to the benefit of, the undersigned
parties and their heirs, executors, administrators,
representatives, successors, and permitted assigns.

(d)  Entire Agreement.

This Agreement contains the entire agreement between the parties
with respect to the subject matter hereof.  There are no
promises, agreements, conditions, undertakings, understandings,
warranties, covenants or representations, oral or written,
express or implied, between them with respect to this Agreement
or the matters described in this Agreement, except as set forth
in this Agreement.  Any such negotiations, promises, or
understandings shall not be used to interpret or constitute this
Agreement.

(e)  Assignment.

Neither this Agreement nor any other benefit to accrue hereunder
shall be assigned or transferred by either party, either in whole
or in part, without the written consent of the other party, and
any purported assignment in violation hereof shall be void.

(f)  Amendment.

This Agreement may be amended only by an instrument in writing
executed by all the parties hereto.

(g)  Severability.

Each part of this Agreement is intended to be severable.  In the
event that any provision of this Agreement is found by any court
or other authority of competent jurisdiction to be illegal or
unenforceable, such provision shall be severed or modified to the
extent necessary to render it enforceable and as so severed or
modified, this Agreement shall continue in full force and effect.

(h)  Section Headings.

The Section headings in this Agreement are for reference purposes
only and shall not affect in any way the meaning or
interpretation of this Agreement.

(i)  Construction.

Unless the context otherwise requires, when used herein, the
singular shall be deemed to include the plural, the plural shall
be deemed to include each of the singular, and pronouns of one or
no gender shall be deemed to include the equivalent pronoun of
the other or no gender.

(j)  Further Assurances.

In addition to the instruments and documents to be made, executed
and delivered pursuant to this Agreement, the parties hereto
agree to make, execute and deliver or cause to be made, executed
and delivered, to the requesting party such other instruments and
to take such other actions as the requesting party may reasonably
require to carry out the terms of this Agreement and the
transactions contemplated hereby.

(k)  Notices.

Any notice which is required or desired under this Agreement
shall be given in writing and may be sent by personal delivery or
by mail (either a. United States mail, postage prepaid, or b.
Federal Express or similar generally recognized overnight
carrier), addressed as follows (subject to the right to designate
a different address by notice similarly given):

To Client:

Thomas S. Hughes
eConnect
2500 Via Cabrillo Marina, Suite 112
San Pedro, California 90731

To Consultant:

Felix Campos
10224 Vestil Court
Coral Springs, Florida 33071

(l)  Governing Law.

This Agreement shall be governed by the interpreted in accordance
with the laws of the State of California without reference to its
conflicts of laws rules or principles.  Each of the parties
consents to the exclusive jurisdiction of the federal courts of
the State of California in connection with any dispute arising
under this Agreement and hereby waives, to the maximum extent
permitted by law, any objection, including any objection based on
forum non coveniens, to the bringing of any such proceeding in
such jurisdictions.

(m)  Consents.

The person signing this Agreement on behalf of each party hereby
represents and warrants that he has the necessary power, consent
and authority to execute and deliver this Agreement on behalf of
such party.

(n)  Survival of Provisions.

The provisions contained in paragraphs 3, 5, 6, and 8 of this
Agreement shall survive the termination of this Agreement.

(o)  Execution in Counterparts.

This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and all of which
together shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and have agreed to and accepted the terms herein on the
date written above.

eConnect


By :  /s/  Thomas S. Hughes
Thomas S. Hughes, President


Felix Campos


/s/  Felix Campos

                            EX-4.6

                CONSULTING SERVICES AGREEMENT


This Consulting Services Agreement ("Agreement"), dated March 20,
2001, is made by and between Marc Christ, an individual
("Consultant"), whose address is 3402 Bimini Lane, #3F, Coconut
Creek, Florida 33066, and eConnect, a Nevada corporation
("Client"), having its principal place of business at 2500 Via
Cabrillo Marina, Suite 112, San Pedro, California 90731.

WHEREAS, Consultant has background and experience with the
divesture of companies;

WHEREAS, Consultant desires to be engaged by Client to provide
information, evaluation and consulting services to the Client in
his areas of knowledge and expertise on the terms and subject to
the conditions set forth herein;

WHEREAS, Client is a publicly held corporation with its common
stock shares trading on the Over the Counter Bulletin Board under
the ticker symbol "ECNC," and desires to further develop its
business and increase it's common stock share's value by
enhancing public awareness of the business of the Client and its
image; and

WHEREAS, Client desires to engage Consultant to provide
information, evaluation and consulting services to the Client in
his areas of knowledge and expertise on the terms and subject to
the conditions set forth herein.

NOW, THEREFORE, in consideration for those services Consultant
provides to Client, the parties agree as follows:

1.  Services of Consultant.

Consultant agrees to perform for Client all necessary services
required to identify and develop eCashPad ATM card with PIN
instant cash payments to brokerage firms with the target of
clearance of PERFECT industry specialty ATM card with PIN instant
cash payments. As such, Consultant will be providing bona fide
services to Client. Consultant will further provide offers, by
all parties, to Client to initiate Client's PERFECT industry to
interface with the wireless industry  and the securities
industry.  As such, Consultant will be providing bona fide
services to Client.  The services to be provided by Consultant
will not be in connection with the offer or sale of securities in
a capital-raising transaction, and will not directly or
indirectly promote or maintain a market for Client's securities.

2.  Consideration.

Client agrees to pay Consultant, as his fee and as consideration
for services provided, nine hundred fifty thousand (950,000) shares of
S-8 free trading common stock in Client. Shares are due and
payable immediately upon the effectiveness of the Form S-8
Registration Statement with the U.S. Securities and Exchange
Commission and with any appropriate states securities administrator.

3.  Confidentiality.

Each party agrees that during the course of this Agreement,
information that is confidential or of a proprietary nature may
be disclosed to the other party, including, but not limited to,
product and business plans, software, technical processes and
formulas, source codes, product designs, sales, costs and other
unpublished financial information, advertising revenues, usage
rates, advertising relationships, projections, and marketing data
("Confidential Information"). Confidential Information shall not
include information that the receiving party can demonstrate (a)
is, as of the time of its disclosure, or thereafter becomes part
of the public domain through a source other than the receiving
party, (b) was known to the receiving party as of the time of its
disclosure, (c) is independently developed by the receiving party,
or (d) is subsequently learned from a third party not under a
confidentiality obligation to the providing party.

4.  Late Payment.

Client shall pay to Consultant all fees within fifteen (15) days
of the due date. Failure of Client to finally pay any fees within
fifteen (15) days after the applicable due date shall be deemed a
material breach of this Agreement, justifying suspension of the
performance of the "Services" provided by Consultant, will be
sufficient cause for immediate termination of this Agreement by
Consultant. Any such suspension will in no way relieve Client
from payment of fees, and, in the event of collection
enforcement, Client shall be liable for any costs associated with
such collection, including, but not limited to, legal costs,
attorneys' fees, courts costs, and collection agency fees.

5.  Indemnification.

(a)  Client.

Client agrees to indemnify, defend, and shall hold harmless
Consultant and /or his agents, and to defend any action brought
against said parties with respect to any claim, demand, cause of
action, debt or liability, including reasonable attorneys' fees
to the extent that such action is based upon a claim that: (i) is
true, (ii) would constitute a breach of any of Client's
representations, warranties, or agreements hereunder, or (iii)
arises out of the negligence or willful misconduct of Client, or
any Client Content to be provided by Client and does not violate
any rights of third parties, including, without limitation,
rights of publicity, privacy, patents, copyrights, trademarks,
trade secrets, and/or licenses.

(b)  Consultant.

Consultant agrees to indemnify, defend, and shall hold harmless
Client, its directors, employees and agents, and defend any
action brought against same with respect to any claim, demand,
cause of action, debt or liability, including reasonable
attorneys' fees, to the extent that such an action arises out of
the gross negligence or willful misconduct of Consultant.

(c)  Notice.

In claiming any indemnification hereunder, the indemnified party
shall promptly provide the indemnifying party with written notice
of any claim, which the indemnified party believes falls within
the scope of the foregoing paragraphs. The indemnified party may,
at its expense, assist in the defense if it so chooses, provided
that the indemnifying party shall control such defense, and all
negotiations relative to the settlement of any such claim. Any
settlement intended to bind the indemnified party shall not be
final without the indemnified party's written consent, which
shall not be unreasonably withheld.

6.  Limitation of Liability.

Consultant shall have no liability with respect to Consultant's
obligations under this Agreement or otherwise for consequential,
exemplary, special, incidental, or punitive damages even if
Consultant has been advised of the possibility of such damages.
In any event, the liability of Consultant to Client for any
reason and upon any cause of action, regardless of the form in
which  the legal or equitable action may be brought, including,
without limitation, any action in tort or contract, shall not
exceed ten percent (10%) of the fee paid by Client to Consultant
for the specific service provided that is in question.

7.  Termination and Renewal.

(a)  Term.

This Agreement shall become effective on the date appearing next
to the signatures below and terminate one (1) year thereafter.
Unless otherwise agreed upon in writing by Consultant and Client,
this Agreement shall not automatically be renewed beyond its Term.

(b)  Termination.

Either party may terminate this Agreement on thirty (30) calendar
days written notice, or if prior to such action, the other party
materially breaches any of its representations, warranties or
obligations under this Agreement. Except as may be otherwise
provided in this Agreement, such breach by either party will
result in the other party being responsible to reimburse the non-
defaulting party for all costs incurred directly as a result of
the breach of this Agreement, and shall be subject to such
damages as may be allowed by law including all attorneys' fees
and costs of enforcing this Agreement.

(c)  Termination and Payment.

Upon any termination or expiration of this Agreement, Client
shall pay all unpaid and outstanding fees through the effective
date of termination or expiration of this Agreement. And upon
such termination, Consultant shall provide and deliver to Client
any and all outstanding services due through the effective date
of this Agreement.

8.  Miscellaneous.

(a)  Independent Contractor.

This Agreement establishes an "independent contractor"
relationship between Consultant and Client.

(b)  Rights Cumulative; Waivers.

The rights of each of the parties under this Agreement are
cumulative.  The rights of each of the parties hereunder shall
not be capable of being waived or varied other than by an express
waiver or variation in writing.  Any failure to exercise or any
delay in exercising any of such rights shall not operate as a
waiver or variation of that or any other such right.  Any
defective or partial exercise of any of such rights shall not
preclude any other or further exercise of that or any other such
right.  No act or course of conduct or negotiation on the part of
any party shall in any way preclude such party from exercising
any such right or constitute a suspension or any variation of any
such right.

(c)  Benefit; Successors Bound.

This Agreement and the terms, covenants, conditions, provisions,
obligations, undertakings, rights, and benefits hereof, shall be
binding upon, and shall inure to the benefit of, the undersigned
parties and their heirs, executors, administrators,
representatives, successors, and permitted assigns.

(d)  Entire Agreement.

This Agreement contains the entire agreement between the parties
with respect to the subject matter hereof.  There are no
promises, agreements, conditions, undertakings, understandings,
warranties, covenants or representations, oral or written,
express or implied, between them with respect to this Agreement
or the matters described in this Agreement, except as set forth
in this Agreement.  Any such negotiations, promises, or
understandings shall not be used to interpret or constitute this
Agreement.

(e)  Assignment.

Neither this Agreement nor any other benefit to accrue hereunder
shall be assigned or transferred by either party, either in whole
or in part, without the written consent of the other party, and
any purported assignment in violation hereof shall be void.

(f)  Amendment.

This Agreement may be amended only by an instrument in writing
executed by all the parties hereto.

(g)  Severability.

Each part of this Agreement is intended to be severable.  In the
event that any provision of this Agreement is found by any court
or other authority of competent jurisdiction to be illegal or
unenforceable, such provision shall be severed or modified to the
extent necessary to render it enforceable and as so severed or
modified, this Agreement shall continue in full force and effect.

(h)  Section Headings.

The Section headings in this Agreement are for reference purposes
only and shall not affect in any way the meaning or
interpretation of this Agreement.

(i)  Construction.

Unless the context otherwise requires, when used herein, the
singular shall be deemed to include the plural, the plural shall
be deemed to include each of the singular, and pronouns of one or
no gender shall be deemed to include the equivalent pronoun of
the other or no gender.

(j)  Further Assurances.

In addition to the instruments and documents to be made, executed
and delivered pursuant to this Agreement, the parties hereto
agree to make, execute and deliver or cause to be made, executed
and delivered, to the requesting party such other instruments and
to take such other actions as the requesting party may reasonably
require to carry out the terms of this Agreement and the
transactions contemplated hereby.

(k)  Notices.

Any notice which is required or desired under this Agreement
shall be given in writing and may be sent by personal delivery or
by mail (either a. United States mail, postage prepaid, or b.
Federal Express or similar generally recognized overnight
carrier), addressed as follows (subject to the right to designate
a different address by notice similarly given):

To Client:

Thomas S. Hughes
eConnect
2500 Via Cabrillo Marina, Suite 112
San Pedro, California 90731

To Consultant:

Marc Christ
3402 Bimini Lane, #3F
Coconut Creek, Florida 33066

(l)  Governing Law.

This Agreement shall be governed by the interpreted in accordance
with the laws of the State of California without reference to its
conflicts of laws rules or principles.  Each of the parties
consents to the exclusive jurisdiction of the federal courts of
the State of California in connection with any dispute arising
under this Agreement and hereby waives, to the maximum extent
permitted by law, any objection, including any objection based on
forum non coveniens, to the bringing of any such proceeding in
such jurisdictions.

(m)  Consents.

The person signing this Agreement on behalf of each party hereby
represents and warrants that he has the necessary power, consent
and authority to execute and deliver this Agreement on behalf of
such party.

(n)  Survival of Provisions.

The provisions contained in paragraphs 3, 5, 6, and 8 of this
Agreement shall survive the termination of this Agreement.

(o)  Execution in Counterparts.

This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and all of which
together shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and have agreed to and accepted the terms herein on the
date written above.

eConnect


By :  /s/  Thomas S. Hughes
Thomas S. Hughes, President


Marc Christ


/s/  Marc Christ

                            EX-4.7

                CONSULTING SERVICES AGREEMENT


This Consulting Services Agreement ("Agreement"), dated March 20,
2001, is made by and between Thomas A. Sandelier, an individual
("Consultant"), whose address is 980 South Lake Sterling Court,
Casselberry, Florida 32707, and eConnect, a Nevada corporation
("Client"), having its principal place of business at 2500 Via
Cabrillo Marina, Suite 112, San Pedro, California 90731.

WHEREAS, Consultant has extensive background with currency
exchange;

WHEREAS, Consultant desires to be engaged by Client to provide
information, evaluation and consulting services to the Client in
his areas of knowledge and expertise on the terms and subject to
the conditions set forth herein;

WHEREAS, Client is a publicly held corporation with its common
stock shares trading on the Over the Counter Bulletin Board under
the ticker symbol "ECNC," and desires to further develop its
business and increase it's common stock share's value by
enhancing public awareness of the business of the Client and its
image; and

WHEREAS, Client desires to engage Consultant to provide
information, evaluation and consulting services to the Client in
his areas of knowledge and expertise on the terms and subject to
the conditions set forth herein.

NOW, THEREFORE, in consideration for those services Consultant
provides to Client, the parties agree as follows:

1.  Services of Consultant.

Consultant agrees to develop the business of the client for
participation in currency exchange between the United States and
other countries whereby the eCashPad is being used to effect cash
transfers by ATM card with PIN entry using the Internet as the
medium.  As such, Consultant will be providing bona fide services
to Client.  The services to be provided by Consultant will not be
in connection with the offer or sale of securities in a capital-
raising transaction, and will not directly or indirectly promote
or maintain a market for Client's securities.

2.  Consideration.

Client agrees to pay Consultant, as his fee and as consideration
for services provided, two hundred thousand (200,000) shares of
S-8 free trading common stock in Client. Shares are due and
payable immediately upon the effectiveness of the Form S-8
Registration Statement with the U.S. Securities and Exchange
Commission and with any appropriate states securities
administrator.

3.  Confidentiality.

Each party agrees that during the course of this Agreement,
information that is confidential or of a proprietary nature may
be disclosed to the other party, including, but not limited to,
product and business plans, software, technical processes and
formulas, source codes, product designs, sales, costs and other
unpublished financial information, advertising revenues, usage
rates, advertising relationships, projections, and marketing data
("Confidential Information"). Confidential Information shall not
include information that the receiving party can demonstrate (a)
is, as of the time of its disclosure, or thereafter becomes part
of the public domain through a source other than the receiving
party, (b) was known to the receiving party as of the time of its
disclosure, (c) is independently developed by the receiving party,
or (d) is subsequently learned from a third party not under a
confidentiality obligation to the providing party.

4.  Late Payment.

Client shall pay to Consultant all fees within fifteen (15) days
of the due date. Failure of Client to finally pay any fees within
fifteen (15) days after the applicable due date shall be deemed a
material breach of this Agreement, justifying suspension of the
performance of the "Services" provided by Consultant, will be
sufficient cause for immediate termination of this Agreement by
Consultant. Any such suspension will in no way relieve Client
from payment of fees, and, in the event of collection
enforcement, Client shall be liable for any costs associated with
such collection, including, but not limited to, legal costs,
attorneys' fees, courts costs, and collection agency fees.

5.  Indemnification.

(a)  Client.

Client agrees to indemnify, defend, and shall hold harmless
Consultant and /or his agents, and to defend any action brought
against said parties with respect to any claim, demand, cause of
action, debt or liability, including reasonable attorneys' fees
to the extent that such action is based upon a claim that: (i) is
true, (ii) would constitute a breach of any of Client's
representations, warranties, or agreements hereunder, or (iii)
arises out of the negligence or willful misconduct of Client, or
any Client Content to be provided by Client and does not violate
any rights of third parties, including, without limitation,
rights of publicity, privacy, patents, copyrights, trademarks,
trade secrets, and/or licenses.

(b)  Consultant.

Consultant agrees to indemnify, defend, and shall hold harmless
Client, its directors, employees and agents, and defend any
action brought against same with respect to any claim, demand,
cause of action, debt or liability, including reasonable
attorneys' fees, to the extent that such an action arises out of
the gross negligence or willful misconduct of Consultant.

(c)  Notice.

In claiming any indemnification hereunder, the indemnified party
shall promptly provide the indemnifying party with written notice
of any claim, which the indemnified party believes falls within
the scope of the foregoing paragraphs. The indemnified party may,
at its expense, assist in the defense if it so chooses, provided
that the indemnifying party shall control such defense, and all
negotiations relative to the settlement of any such claim. Any
settlement intended to bind the indemnified party shall not be
final without the indemnified party's written consent, which
shall not be unreasonably withheld.

6.  Limitation of Liability.

Consultant shall have no liability with respect to Consultant's
obligations under this Agreement or otherwise for consequential,
exemplary, special, incidental, or punitive damages even if
Consultant has been advised of the possibility of such damages.
In any event, the liability of Consultant to Client for any
reason and upon any cause of action, regardless of the form in
which  the legal or equitable action may be brought, including,
without limitation, any action in tort or contract, shall not
exceed ten percent (10%) of the fee paid by Client to Consultant
for the specific service provided that is in question.

7.  Termination and Renewal.

(a)  Term.

This Agreement shall become effective on the date appearing next
to the signatures below and terminate one (1) year thereafter.
Unless otherwise agreed upon in writing by Consultant and Client,
this Agreement shall not automatically be renewed beyond its Term.

(b)  Termination.

Either party may terminate this Agreement on thirty (30) calendar
days written notice, or if prior to such action, the other party
materially breaches any of its representations, warranties or
obligations under this Agreement. Except as may be otherwise
provided in this Agreement, such breach by either party will
result in the other party being responsible to reimburse the non-
defaulting party for all costs incurred directly as a result of
the breach of this Agreement, and shall be subject to such
damages as may be allowed by law including all attorneys' fees
and costs of enforcing this Agreement.

(c)  Termination and Payment.

Upon any termination or expiration of this Agreement, Client
shall pay all unpaid and outstanding fees through the effective
date of termination or expiration of this Agreement. And upon
such termination, Consultant shall provide and deliver to Client
any and all outstanding services due through the effective date
of this Agreement.

8.  Miscellaneous.

(a)  Independent Contractor.

This Agreement establishes an "independent contractor"
relationship between Consultant and Client.

(b)  Rights Cumulative; Waivers.

The rights of each of the parties under this Agreement are
cumulative.  The rights of each of the parties hereunder shall
not be capable of being waived or varied other than by an express
waiver or variation in writing.  Any failure to exercise or any
delay in exercising any of such rights shall not operate as a
waiver or variation of that or any other such right.  Any
defective or partial exercise of any of such rights shall not
preclude any other or further exercise of that or any other such
right.  No act or course of conduct or negotiation on the part of
any party shall in any way preclude such party from exercising
any such right or constitute a suspension or any variation of any
such right.

(c)  Benefit; Successors Bound.

This Agreement and the terms, covenants, conditions, provisions,
obligations, undertakings, rights, and benefits hereof, shall be
binding upon, and shall inure to the benefit of, the undersigned
parties and their heirs, executors, administrators,
representatives, successors, and permitted assigns.

(d)  Entire Agreement.

This Agreement contains the entire agreement between the parties
with respect to the subject matter hereof.  There are no
promises, agreements, conditions, undertakings, understandings,
warranties, covenants or representations, oral or written,
express or implied, between them with respect to this Agreement
or the matters described in this Agreement, except as set forth
in this Agreement.  Any such negotiations, promises, or
understandings shall not be used to interpret or constitute this
Agreement.

(e)  Assignment.

Neither this Agreement nor any other benefit to accrue hereunder
shall be assigned or transferred by either party, either in whole
or in part, without the written consent of the other party, and
any purported assignment in violation hereof shall be void.

(f)  Amendment.

This Agreement may be amended only by an instrument in writing
executed by all the parties hereto.

(g)  Severability.

Each part of this Agreement is intended to be severable.  In the
event that any provision of this Agreement is found by any court
or other authority of competent jurisdiction to be illegal or
unenforceable, such provision shall be severed or modified to the
extent necessary to render it enforceable and as so severed or
modified, this Agreement shall continue in full force and effect.

(h)  Section Headings.

The Section headings in this Agreement are for reference purposes
only and shall not affect in any way the meaning or
interpretation of this Agreement.

(i)  Construction.

Unless the context otherwise requires, when used herein, the
singular shall be deemed to include the plural, the plural shall
be deemed to include each of the singular, and pronouns of one or
no gender shall be deemed to include the equivalent pronoun of
the other or no gender.

(j)  Further Assurances.

In addition to the instruments and documents to be made, executed
and delivered pursuant to this Agreement, the parties hereto
agree to make, execute and deliver or cause to be made, executed
and delivered, to the requesting party such other instruments and
to take such other actions as the requesting party may reasonably
require to carry out the terms of this Agreement and the
transactions contemplated hereby.

(k)  Notices.

Any notice which is required or desired under this Agreement
shall be given in writing and may be sent by personal delivery or
by mail (either a. United States mail, postage prepaid, or b.
Federal Express or similar generally recognized overnight
carrier), addressed as follows (subject to the right to designate
a different address by notice similarly given):

To Client:

Thomas S. Hughes
eConnect
2500 Via Cabrillo Marina, Suite 112
San Pedro, California 90731

To Consultant:

Thomas A. Sandelier
980 South Lake Sterling Court
Casselberry, Florida 32707

(l)  Governing Law.

This Agreement shall be governed by the interpreted in accordance
with the laws of the State of California without reference to its
conflicts of laws rules or principles.  Each of the parties
consents to the exclusive jurisdiction of the federal courts of
the State of California in connection with any dispute arising
under this Agreement and hereby waives, to the maximum extent
permitted by law, any objection, including any objection based on
forum non coveniens, to the bringing of any such proceeding in
such jurisdictions.

(m)  Consents.

The person signing this Agreement on behalf of each party hereby
represents and warrants that he has the necessary power, consent
and authority to execute and deliver this Agreement on behalf of
such party.

(n)  Survival of Provisions.

The provisions contained in paragraphs 3, 5, 6, and 8 of this
Agreement shall survive the termination of this Agreement.

(o)  Execution in Counterparts.

This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and all of which
together shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and have agreed to and accepted the terms herein on the
date written above.

eConnect


By :  /s/  Thomas S. Hughes
Thomas S. Hughes, President


Thomas A. Sandelier


/s/  Thomas A. Sandelier

                            EX-4.8

                CONSULTING SERVICES AGREEMENT


This Consulting Services Agreement ("Agreement"), dated March 20,
2001, is made by and between Prince Saud Al-Faisal, an individual
("Consultant"), whose address is Maathar Palace, Al Takhassussi
Road, Riyadh 11423, Saudi Arabia, and eConnect, a Nevada
corporation ("Client"),>having its principal, and eConnect, a
Nevada corporation ("Client"), having its principal place of
business at 2500 Via Cabrillo Marina, Suite 112, San Pedro,
California 90731.

WHEREAS, Consultant has background and experience with Arabian
market needs;

WHEREAS, Consultant desires to be engaged by Client to provide
information, evaluation and consulting services to the Client in
his areas of knowledge and expertise on the terms and subject to
the conditions set forth herein;

WHEREAS, Client is a publicly held corporation with its common
stock shares trading on the Over the Counter Bulletin Board under
the ticker symbol "ECNC," and desires to further develop its
business and increase it's common stock share's value by
enhancing public awareness of the business of the Client and its
image; and

WHEREAS, Client desires to engage Consultant to provide
information, evaluation and consulting services to the Client in
his areas of knowledge and expertise on the terms and subject to
the conditions set forth herein.

NOW, THEREFORE, in consideration for those services Consultant
provides to Client, the parties agree as follows:

1.  Services of Consultant.

Consultant agrees to work with client as regards the introduction
of the eConnect Bank Eyes Only solution and the establishment of
eConnect Arabia as a full service Host.  As such, Consultant will
be providing bona fide services to Client.  The services to be
provided by Consultant will not be in connection with the offer
or sale of securities in a capital-raising transaction, and will
not directly or indirectly promote or maintain a market for
Client's securities.

2.  Consideration.

Client agrees to pay Consultant, as his fee and as consideration
for services provided, seventy-five thousand (75,000) shares of
S-8 free trading common stock in Client. Shares are due and
payable immediately upon the effectiveness of the Form S-8
Registration Statement with the U.S. Securities and Exchange
Commission and with any appropriate states securities
administrator.

3.  Confidentiality.

Each party agrees that during the course of this Agreement,
information that is confidential or of a proprietary nature may
be disclosed to the other party, including, but not limited to,
product and business plans, software, technical processes and
formulas, source codes, product designs, sales, costs and other
unpublished financial information, advertising revenues, usage
rates, advertising relationships, projections, and marketing data
("Confidential Information"). Confidential Information shall not
include information that the receiving party can demonstrate (a)
is, as of the time of its disclosure, or thereafter becomes part
of the public domain through a source other than the receiving
party, (b) was known to the receiving party as of the time of its
disclosure, (c) is independently developed by the receiving party,
or (d) is subsequently learned from a third party not under a
confidentiality obligation to the providing party.

4.  Late Payment.

Client shall pay to Consultant all fees within fifteen (15) days
of the due date. Failure of Client to finally pay any fees within
fifteen (15) days after the applicable due date shall be deemed a
material breach of this Agreement, justifying suspension of the
performance of the "Services" provided by Consultant, will be
sufficient cause for immediate termination of this Agreement by
Consultant. Any such suspension will in no way relieve Client
from payment of fees, and, in the event of collection
enforcement, Client shall be liable for any costs associated with
such collection, including, but not limited to, legal costs,
attorneys' fees, courts costs, and collection agency fees.

5.  Indemnification.

(a)  Client.

Client agrees to indemnify, defend, and shall hold harmless
Consultant and /or his agents, and to defend any action brought
against said parties with respect to any claim, demand, cause of
action, debt or liability, including reasonable attorneys' fees
to the extent that such action is based upon a claim that: (i) is
true, (ii) would constitute a breach of any of Client's
representations, warranties, or agreements hereunder, or (iii)
arises out of the negligence or willful misconduct of Client, or
any Client Content to be provided by Client and does not violate
any rights of third parties, including, without limitation,
rights of publicity, privacy, patents, copyrights, trademarks,
trade secrets, and/or licenses.

(b)  Consultant.

Consultant agrees to indemnify, defend, and shall hold harmless
Client, its directors, employees and agents, and defend any
action brought against same with respect to any claim, demand,
cause of action, debt or liability, including reasonable
attorneys' fees, to the extent that such an action arises out of
the gross negligence or willful misconduct of Consultant.

(c)  Notice.

In claiming any indemnification hereunder, the indemnified party
shall promptly provide the indemnifying party with written notice
of any claim, which the indemnified party believes falls within
the scope of the foregoing paragraphs. The indemnified party may,
at its expense, assist in the defense if it so chooses, provided
that the indemnifying party shall control such defense, and all
negotiations relative to the settlement of any such claim. Any
settlement intended to bind the indemnified party shall not be
final without the indemnified party's written consent, which
shall not be unreasonably withheld.

6.  Limitation of Liability.

Consultant shall have no liability with respect to Consultant's
obligations under this Agreement or otherwise for consequential,
exemplary, special, incidental, or punitive damages even if
Consultant has been advised of the possibility of such damages.
In any event, the liability of Consultant to Client for any
reason and upon any cause of action, regardless of the form in
which  the legal or equitable action may be brought, including,
without limitation, any action in tort or contract, shall not
exceed ten percent (10%) of the fee paid by Client to Consultant
for the specific service provided that is in question.

7.  Termination and Renewal.

(a)  Term.

This Agreement shall become effective on the date appearing next
to the signatures below and terminate one (1) year thereafter.
Unless otherwise agreed upon in writing by Consultant and Client,
this Agreement shall not automatically be renewed beyond its Term.

(b)  Termination.

Either party may terminate this Agreement on thirty (30) calendar
days written notice, or if prior to such action, the other party
materially breaches any of its representations, warranties or
obligations under this Agreement. Except as may be otherwise
provided in this Agreement, such breach by either party will
result in the other party being responsible to reimburse the non-
defaulting party for all costs incurred directly as a result of
the breach of this Agreement, and shall be subject to such
damages as may be allowed by law including all attorneys' fees
and costs of enforcing this Agreement.

(c)  Termination and Payment.

Upon any termination or expiration of this Agreement, Client
shall pay all unpaid and outstanding fees through the effective
date of termination or expiration of this Agreement. And upon
such termination, Consultant shall provide and deliver to Client
any and all outstanding services due through the effective date
of this Agreement.

8.  Miscellaneous.

(a)  Independent Contractor.

This Agreement establishes an "independent contractor"
relationship between Consultant and Client.

(b)  Rights Cumulative; Waivers.

The rights of each of the parties under this Agreement are
cumulative.  The rights of each of the parties hereunder shall
not be capable of being waived or varied other than by an express
waiver or variation in writing.  Any failure to exercise or any
delay in exercising any of such rights shall not operate as a
waiver or variation of that or any other such right.  Any
defective or partial exercise of any of such rights shall not
preclude any other or further exercise of that or any other such
right.  No act or course of conduct or negotiation on the part of
any party shall in any way preclude such party from exercising
any such right or constitute a suspension or any variation of any
such right.

(c)  Benefit; Successors Bound.

This Agreement and the terms, covenants, conditions, provisions,
obligations, undertakings, rights, and benefits hereof, shall be
binding upon, and shall inure to the benefit of, the undersigned
parties and their heirs, executors, administrators,
representatives, successors, and permitted assigns.

(d)  Entire Agreement.

This Agreement contains the entire agreement between the parties
with respect to the subject matter hereof.  There are no
promises, agreements, conditions, undertakings, understandings,
warranties, covenants or representations, oral or written,
express or implied, between them with respect to this Agreement
or the matters described in this Agreement, except as set forth
in this Agreement.  Any such negotiations, promises, or
understandings shall not be used to interpret or constitute this
Agreement.

(e)  Assignment.

Neither this Agreement nor any other benefit to accrue hereunder
shall be assigned or transferred by either party, either in whole
or in part, without the written consent of the other party, and
any purported assignment in violation hereof shall be void.

(f)  Amendment.

This Agreement may be amended only by an instrument in writing
executed by all the parties hereto.

(g)  Severability.

Each part of this Agreement is intended to be severable.  In the
event that any provision of this Agreement is found by any court
or other authority of competent jurisdiction to be illegal or
unenforceable, such provision shall be severed or modified to the
extent necessary to render it enforceable and as so severed or
modified, this Agreement shall continue in full force and effect.

(h)  Section Headings.

The Section headings in this Agreement are for reference purposes
only and shall not affect in any way the meaning or
interpretation of this Agreement.

(i)  Construction.

Unless the context otherwise requires, when used herein, the
singular shall be deemed to include the plural, the plural shall
be deemed to include each of the singular, and pronouns of one or
no gender shall be deemed to include the equivalent pronoun of
the other or no gender.

(j)  Further Assurances.

In addition to the instruments and documents to be made, executed
and delivered pursuant to this Agreement, the parties hereto
agree to make, execute and deliver or cause to be made, executed
and delivered, to the requesting party such other instruments and
to take such other actions as the requesting party may reasonably
require to carry out the terms of this Agreement and the
transactions contemplated hereby.

(k)  Notices.

Any notice which is required or desired under this Agreement
shall be given in writing and may be sent by personal delivery or
by mail (either a. United States mail, postage prepaid, or b.
Federal Express or similar generally recognized overnight
carrier), addressed as follows (subject to the right to designate
a different address by notice similarly given):

To Client:

Thomas S. Hughes
eConnect
2500 Via Cabrillo Marina, Suite 112
San Pedro, California 90731

To Consultant:

Prince Saud Al-Faisal
Maathar Palace
Al Takhassussi Road
Riyadh 11423, Saudi Arabia

(l)  Governing Law.

This Agreement shall be governed by the interpreted in accordance
with the laws of the State of California without reference to its
conflicts of laws rules or principles.  Each of the parties
consents to the exclusive jurisdiction of the federal courts of
the State of California in connection with any dispute arising
under this Agreement and hereby waives, to the maximum extent
permitted by law, any objection, including any objection based on
forum non coveniens, to the bringing of any such proceeding in
such jurisdictions.

(m)  Consents.

The person signing this Agreement on behalf of each party hereby
represents and warrants that he has the necessary power, consent
and authority to execute and deliver this Agreement on behalf of
such party.

(n)  Survival of Provisions.

The provisions contained in paragraphs 3, 5, 6, and 8 of this
Agreement shall survive the termination of this Agreement.

(o)  Execution in Counterparts.

This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and all of which
together shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and have agreed to and accepted the terms herein on the
date written above.

eConnect


By :  /s/  Thomas S. Hughes
Thomas S. Hughes, President


Prince Saud Al-Faisal


/s/  Prince Saud Al-Faisal

                           EX-4.9

              CONSULTING SERVICES AGREEMENT


This Consulting Services Agreement ("Agreement"), dated March 20,
2001, is made by and between Ralph DiFelice, an individual
("Consultant"), whose address is 980 South Lake Sterling Court,
Casselberry, Florida 32707, and eConnect, a Nevada corporation
("Client"), having its principal place of business at 2500 Via
Cabrillo Marina, Suite 112, San Pedro, California 90731.

WHEREAS, Consultant has knowledge and expertise in the area of
financial services, with specific focus on the insurance industry;

WHEREAS, Consultant desires to be engaged by Client to provide
information, evaluation and consulting services to the Client in
his areas of knowledge and expertise on the terms and subject to
the conditions set forth herein;

WHEREAS, Client is a publicly held corporation with its common
stock shares trading on the Over the Counter Bulletin Board under
the ticker symbol "ECNC," and desires to further develop its
business and increase it's common stock share's value by
enhancing public awareness of the business of the Client and its
image; and

WHEREAS, Client desires to engage Consultant to provide
information, evaluation and consulting services to the Client in
his areas of knowledge and expertise on the terms and subject to
the conditions set forth herein.

NOW, THEREFORE, in consideration for those services Consultant
provides to Client, the parties agree as follows:

1.  Services of Consultant.

Insurance industry Consulting for usage of the eCashPad for
premium payments by ATM card with PIN entry whereby the consumer
will first access the insurance company web site, note the
premium due and then pay such premium as a same as cash ATM card
with PIN payment through usage of the eCashPad.  As such,
Consultant will be providing bona fide services to Client.  The
services to be provided by Consultant will not be in connection
with the offer or sale of securities in a capital-raising
transaction, and will not directly or indirectly promote or
maintain a market for Client's securities.

2.  Consideration.

Client agrees to pay Consultant, as his fee and as consideration
for services provided, one hundred thousand (100,000) shares of
S-8 free trading common stock in Client. Shares are due and
payable immediately upon the effectiveness of the Form S-8
Registration Statement with the U.S. Securities and Exchange
Commission and with any appropriate states securities
administrator.

3.  Confidentiality.

Each party agrees that during the course of this Agreement,
information that is confidential or of a proprietary nature may
be disclosed to the other party, including, but not limited to,
product and business plans, software, technical processes and
formulas, source codes, product designs, sales, costs and other
unpublished financial information, advertising revenues, usage
rates, advertising relationships, projections, and marketing data
("Confidential Information"). Confidential Information shall not
include information that the receiving party can demonstrate (a)
is, as of the time of its disclosure, or thereafter becomes part
of the public domain through a source other than the receiving
party, (b) was known to the receiving party as of the time of its
disclosure, (c) is independently developed by the receiving party,
or (d) is subsequently learned from a third party not under a
confidentiality obligation to the providing party.

4.  Late Payment.

Client shall pay to Consultant all fees within fifteen (15) days
of the due date. Failure of Client to finally pay any fees within
fifteen (15) days after the applicable due date shall be deemed a
material breach of this Agreement, justifying suspension of the
performance of the "Services" provided by Consultant, will be
sufficient cause for immediate termination of this Agreement by
Consultant. Any such suspension will in no way relieve Client
from payment of fees, and, in the event of collection
enforcement, Client shall be liable for any costs associated with
such collection, including, but not limited to, legal costs,
attorneys' fees, courts costs, and collection agency fees.

5.  Indemnification.

(a)  Client.

Client agrees to indemnify, defend, and shall hold harmless
Consultant and /or his agents, and to defend any action brought
against said parties with respect to any claim, demand, cause of
action, debt or liability, including reasonable attorneys' fees
to the extent that such action is based upon a claim that: (i) is
true, (ii) would constitute a breach of any of Client's
representations, warranties, or agreements hereunder, or (iii)
arises out of the negligence or willful misconduct of Client, or
any Client Content to be provided by Client and does not violate
any rights of third parties, including, without limitation,
rights of publicity, privacy, patents, copyrights, trademarks,
trade secrets, and/or licenses.

(b)  Consultant.

Consultant agrees to indemnify, defend, and shall hold harmless
Client, its directors, employees and agents, and defend any
action brought against same with respect to any claim, demand,
cause of action, debt or liability, including reasonable
attorneys' fees, to the extent that such an action arises out of
the gross negligence or willful misconduct of Consultant.

(c)  Notice.

In claiming any indemnification hereunder, the indemnified party
shall promptly provide the indemnifying party with written notice
of any claim, which the indemnified party believes falls within
the scope of the foregoing paragraphs. The indemnified party may,
at its expense, assist in the defense if it so chooses, provided
that the indemnifying party shall control such defense, and all
negotiations relative to the settlement of any such claim. Any
settlement intended to bind the indemnified party shall not be
final without the indemnified party's written consent, which
shall not be unreasonably withheld.

6.  Limitation of Liability.

Consultant shall have no liability with respect to Consultant's
obligations under this Agreement or otherwise for consequential,
exemplary, special, incidental, or punitive damages even if
Consultant has been advised of the possibility of such damages.
In any event, the liability of Consultant to Client for any
reason and upon any cause of action, regardless of the form in
which  the legal or equitable action may be brought, including,
without limitation, any action in tort or contract, shall not
exceed ten percent (10%) of the fee paid by Client to Consultant
for the specific service provided that is in question.

7.  Termination and Renewal.

(a)  Term.

This Agreement shall become effective on the date appearing next
to the signatures below and terminate one (1) year thereafter.
Unless otherwise agreed upon in writing by Consultant and Client,
this Agreement shall not automatically be renewed beyond its Term.

(b)  Termination.

Either party may terminate this Agreement on thirty (30) calendar
days written notice, or if prior to such action, the other party
materially breaches any of its representations, warranties or
obligations under this Agreement. Except as may be otherwise
provided in this Agreement, such breach by either party will
result in the other party being responsible to reimburse the non-
defaulting party for all costs incurred directly as a result of
the breach of this Agreement, and shall be subject to such
damages as may be allowed by law including all attorneys' fees
and costs of enforcing this Agreement.

(c)  Termination and Payment.

Upon any termination or expiration of this Agreement, Client
shall pay all unpaid and outstanding fees through the effective
date of termination or expiration of this Agreement. And upon
such termination, Consultant shall provide and deliver to Client
any and all outstanding services due through the effective date
of this Agreement.

8.  Miscellaneous.

(a)  Independent Contractor.

This Agreement establishes an "independent contractor"
relationship between Consultant and Client.

(b)  Rights Cumulative; Waivers.

The rights of each of the parties under this Agreement are
cumulative.  The rights of each of the parties hereunder shall
not be capable of being waived or varied other than by an express
waiver or variation in writing.  Any failure to exercise or any
delay in exercising any of such rights shall not operate as a
waiver or variation of that or any other such right.  Any
defective or partial exercise of any of such rights shall not
preclude any other or further exercise of that or any other such
right.  No act or course of conduct or negotiation on the part of
any party shall in any way preclude such party from exercising
any such right or constitute a suspension or any variation of any
such right.

(c)  Benefit; Successors Bound.

This Agreement and the terms, covenants, conditions, provisions,
obligations, undertakings, rights, and benefits hereof, shall be
binding upon, and shall inure to the benefit of, the undersigned
parties and their heirs, executors, administrators,
representatives, successors, and permitted assigns.

(d)  Entire Agreement.

This Agreement contains the entire agreement between the parties
with respect to the subject matter hereof.  There are no
promises, agreements, conditions, undertakings, understandings,
warranties, covenants or representations, oral or written,
express or implied, between them with respect to this Agreement
or the matters described in this Agreement, except as set forth
in this Agreement.  Any such negotiations, promises, or
understandings shall not be used to interpret or constitute this
Agreement.

(e)  Assignment.

Neither this Agreement nor any other benefit to accrue hereunder
shall be assigned or transferred by either party, either in whole
or in part, without the written consent of the other party, and
any purported assignment in violation hereof shall be void.

(f)  Amendment.

This Agreement may be amended only by an instrument in writing
executed by all the parties hereto.

(g)  Severability.

Each part of this Agreement is intended to be severable.  In the
event that any provision of this Agreement is found by any court
or other authority of competent jurisdiction to be illegal or
unenforceable, such provision shall be severed or modified to the
extent necessary to render it enforceable and as so severed or
modified, this Agreement shall continue in full force and effect.

(h)  Section Headings.

The Section headings in this Agreement are for reference purposes
only and shall not affect in any way the meaning or
interpretation of this Agreement.

(i)  Construction.

Unless the context otherwise requires, when used herein, the
singular shall be deemed to include the plural, the plural shall
be deemed to include each of the singular, and pronouns of one or
no gender shall be deemed to include the equivalent pronoun of
the other or no gender.

(j)  Further Assurances.

In addition to the instruments and documents to be made, executed
and delivered pursuant to this Agreement, the parties hereto
agree to make, execute and deliver or cause to be made, executed
and delivered, to the requesting party such other instruments and
to take such other actions as the requesting party may reasonably
require to carry out the terms of this Agreement and the
transactions contemplated hereby.

(k)  Notices.

Any notice which is required or desired under this Agreement
shall be given in writing and may be sent by personal delivery or
by mail (either a. United States mail, postage prepaid, or b.
Federal Express or similar generally recognized overnight
carrier), addressed as follows (subject to the right to designate
a different address by notice similarly given):

To Client:

Thomas S. Hughes
eConnect
2500 Via Cabrillo Marina, Suite 112
San Pedro, California 90731

To Consultant:

Ralph DiFelice
980 South Lake Sterling Court
Casselberry, Florida 32707

(l)  Governing Law.

This Agreement shall be governed by the interpreted in accordance
with the laws of the State of California without reference to its
conflicts of laws rules or principles.  Each of the parties
consents to the exclusive jurisdiction of the federal courts of
the State of California in connection with any dispute arising
under this Agreement and hereby waives, to the maximum extent
permitted by law, any objection, including any objection based on
forum non coveniens, to the bringing of any such proceeding in
such jurisdictions.

(m)  Consents.

The person signing this Agreement on behalf of each party hereby
represents and warrants that he has the necessary power, consent
and authority to execute and deliver this Agreement on behalf of
such party.

(n)  Survival of Provisions.

The provisions contained in paragraphs 3, 5, 6, and 8 of this
Agreement shall survive the termination of this Agreement.

(o)  Execution in Counterparts.

This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and all of which
together shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and have agreed to and accepted the terms herein on the
date written above.

eConnect


By :  /s/  Thomas S. Hughes
Thomas S. Hughes, President


Ralph DiFelice


/s/  Ralph DiFelice

                            EX-5

                    OPINION RE: LEGALITY

Brian F. Faulkner
A Professional Law Corporation
3900 Birch Street, Suite 113
Newport Beach, California 92660
(949) 975-0544


April 30, 2001


U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:  eConnect - Form S-8

Dear Sir/Madame:

I have acted as counsel to eConnect, a Nevada corporation
("Company"), in connection with its Registration Statement on
Form S-8 relating to the registration of 4,425,000 shares of its
common stock ("Shares"), $0.001 par value per Share, which are
issuable pursuant to the Company's Amended and Restated Non-
Employee Directors and Consultants Retainer Stock Plan (Amendment
No. 4).

In my representation I have examined such documents, corporate
records, and other instruments as I have deemed necessary or
appropriate for purposes of this opinion, including, but not
limited to, the Articles of Incorporation, and all amendments
thereto, and Bylaws of the Company.

Based upon and in reliance on the foregoing, and subject to the
qualifications and assumptions set forth below, it is my opinion
that the Company is duly organized and validly existing as a
corporation under the laws of the State of Nevada, and that the
Shares, when issued and sold, will be validly issued, fully paid,
and non-assessable.

My opinion is limited by and subject to the following:

(a)  In rendering my opinion I have assumed that, at
the time of each issuance and sale of the Shares, the Company
will be a corporation validly existing and in good standing under
the laws of the State of Nevada.

(b)  In my examination of all documents, certificates
and records, I have assumed without investigation the
authenticity and completeness of all documents submitted to me as
originals, the conformity to the originals of all documents
submitted to me as copies and the authenticity and completeness
of the originals of all documents submitted to me as copies.  I
have also assumed the genuineness of all signatures, the legal
capacity of natural persons, the authority of all persons
executing documents on behalf of the parties thereto other than
the Company, and the due authorization, execution and delivery of
all documents by the parties thereto other than the Company.  As
to matters of fact material to this opinion, I have relied upon
statements and representations of representatives of the Company
and of public officials and have assumed the same to have been
properly given and to be accurate.

(c)  My opinion is based solely on and limited to the
federal laws of the United States of America and the Nevada
Revised Statutes.  I express no opinion as to the laws of any
other jurisdiction.

Sincerely,


/s/  Brian F. Faulkner
Brian F. Faulkner, Esq.

                               EX-23.1

                        CONSENT OF ACCOUNTANTS


L.L. BRADFORD & COMPANY, LLC
Certified Public Accountants & Consultants
3441 South Eastern Avenue
Las Vegas, Nevada 89102
(702) 735-5030


May 1, 2001


U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:  eConnect - Form S-8

Dear Sir/Madame:

As independent certified public accountants, we hereby consent to
the incorporation by reference in this Registration Statement on
Form S-8 of our report dated March 30, 2001 in eConnect's Form
10-KSB, and to all references to our firm included in this
Registration Statement.

Sincerely,


/s/  L.L. Bradford & Company, LLC
L.L. Bradford & Company, LLC

                             EX-23.2

                     CONSENT OF AUDITORS


ORTEGA & ASOCIADOS
Auditing & Consulting
Ave. Jose Ortega & Gasset No. 46
P.O. Box 2289, Santo Domingo, Rep. Dom.
(809) 472-1565


May 1, 2001


U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:  eConnect - Form S-8

Dear Sir/Madame:

As independent certified auditors, we hereby consent to the
incorporation by reference in this Registration Statement on Form
S-8 of our reports dated March 16, 2001 concerning eConnect
Caribbean, S.A. and Top Sports, S.A. in eConnect's Form 10-KSB,
and to all references to our firm included in this Registration
Statement.

Sincerely,

ORTEGA & ASOCIADOS


/s/  Carlos A. Ortega
Carlos A. Ortega, Partner

                            EX-23.3

                      CONSENT OF COUNSEL

Brian F. Faulkner
A Professional Law Corporation
3900 Birch Street, Suite 113
Newport Beach, California 92660
(949) 975-0544


April 30, 2001


U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:  eConnect - Form S-8

Dear Sir/Madame:

I have acted as counsel to eConnect, a Nevada corporation
("Company"), in connection with its Registration Statement on
Form S-8 relating to the registration of 4,425,000 shares of its
common stock ("Shares"), $0.001 par value per Share, which are
issuable pursuant to the Company's Amended and Restated Non-
Employee Directors and Consultants Retainer Stock Plan (Amendment
No. 4).  I hereby consent to all references to my firm included
in this Registration Statement, including the opinion of legality.

Sincerely,


/s/  Brian F. Faulkner
Brian F. Faulkner, Esq.
[{"type": "S-8", "sequence": "1", "filename": "econnects8050201.txt", "secsgml_size_bytes": 165046}]
{"company-data": {"conformed-name": "ECONNECT", "cik": "0000911934", "assigned-sic": "7990", "irs-number": "431239043", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-60014", "film-number": "1619895"}, "business-address": {"street1": "2500 VIA CABRILLO MARINA SUITE 112", "city": "SAN PEDRO", "state": "CA", "zip": "90731", "phone": "3105414393"}, "mail-address": {"street1": "2500 VIA CABRILLO MARINA", "street2": "SUITE 112", "city": "LAS VEGAS", "state": "NV", "zip": "90731"}, "former-company": [{"former-conformed-name": "BETTING INC", "date-changed": "19970520"}, {"former-conformed-name": "LEGGOONS INC", "date-changed": "19930913"}]}
U.S. SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 20549

                              FORM S-8

       REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                             eConnect
      (Exact Name of Registrant as Specified in its Charter)

          Nevada                                            43-1239043
 (State of Incorporation)                           (I.R.S. Employer ID No.)

2500 Via Cabrillo Marina, Suite 112, San Pedro, California  90731
    (Address of Principal Executive Offices)                 (Zip Code)

     Amended and Restated Non-Employee Directors and Consultants
                          Retainer Stock Plan
                           (Amendment No. 4)
                          (Full Title of Plan)

Brian F. Faulkner, Esq., 3900 Birch Street, Suite 113, Newport Beach
                          California 92660
              (Name and address of agent for service)

                            (949) 975-0544
     (Telephone number, including area code, of agent for service)

                    CALCULATION OF REGISTRATION FEE

Title of         Amount to be    Proposed    Proposed   Amount of
Securities       Registered      Maximum     Aggregate  Registration
to be                            Offering    Offering   Fee
Registered                       Price Per   Price
                                 Share
Common
Stock            4,425,000       $0.001(1)    $4,424    $1.11

(1)  This offering price per share is established under Rule
457(h)(1) pursuant to the deemed issuance price as set forth  in
the Amended and Restated Non-Employee Directors and Consultants
Retainer Stock Plan (Amendment No. 4), attached as Exhibit 4.1 to
this  Form S-8.

                            Part I
      Information Required in the Section 10(a) Prospectus

Item 1.   Plan Information.

See Item 2 below.

Item 2.   Registrant Information and Employee Plan Annual Information.

The documents containing the information specified in Part I,
Items 1 and 2, will be delivered to each of the participants in
accordance with Form S-8 and Rule 428 promulgated under the
Securities Act of 1933.  The participants shall be provided a
written statement notifying them that upon written or oral
request they will be provided, without charge, (a) the documents
incorporated  by reference in Item 3 of Part II of the
registration statement, and (b) other documents required to be
delivered pursuant to Rule 428(b).  The statement will inform the
participants that these documents are incorporated by reference
in the Section 10(a) prospectus, and shall include the address
(giving title or department) and telephone number to which the
request is to be directed.

                            Part II
        Information Required in the Registration Statement

Item 3.  Incorporation of Documents by Reference.

The following are hereby incorporated by reference:

(a)  The Registrant's latest annual report on Form 10-KSB for the
fiscal year ended December 31, 2000.

(b)  All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered by
the Form 10-KSB referred to in (a) above.

(c)  A description of the securities of the Registrant is
contained in a Form SB-2/A filed on March 8, 2001.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14,  and 15(d) of the Securities Exchange
Act of 1934, prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in the registration
statement and to be part thereof from the date of filing of such
documents.

Item 4.  Description of Securities.

Not applicable.

Item 5. Interest of Named Experts and Counsel.

Other than as set forth below, no named expert or counsel was
hired on a contingent basis, will receive a direct or indirect
interest in the small business issuer, or was a promoter,
underwriter, voting trustee, director, officer, or employee of
the Registrant.

Brian F. Faulkner, A Professional Law Corporation, counsel
for the company named in this registration statement as giving an
opinion on the validity of the securities, will be receiving a
total of 2,150,000 shares of common stock pursuant to the
company's Amended and Restated Non-Employee Directors and
Consultants Retainer Stock Plan (1,150,000 under a Form S-8 filed
on September 12, 2000 and 1,000,000 shares under this Form S-8)
in exchange for legal services previously rendered, and to be
rendered in the future, to the company (900,000 of which have
already been issued).  In addition, Mr. Faulkner has received
options to purchase 500,000 shares of common stock under the
company's stock incentive plan in connection with this work.
These legal services consist of advice and preparation work in
connection with reports of the company filed under the Securities
Exchange Act of 1934, and other general corporate and securities
work for the company.

Item 6. Indemnification of Directors and Officers.

Limitation of Liability.

The articles of incorporation of the Registrant provide that
no Director or Officer of this company shall be liable to the
Registrant or its stockholders for any breach of fiduciary duty
as Officer or Director of this company. This provision shall not
affect liability for acts or omissions which involve intentional
misconduct, fraud, a knowing violation or law, or the payment of
dividends in violation of NRS 78.300.

Indemnification.

(a)  Articles of Incorporation.

The articles of incorporation of the Registrant provide the
following with respect to indemnification:

"All expenses incurred by Officers or Directors in defending a
civil or criminal action, suit, or proceeding, must be paid by
this company as they are incurred in advance of a final
disposition of the action, suit or proceeding, upon receipt of an
undertaking by or on behalf of a Director or Officer to repay the
amount if it is ultimately determined by a court of competent
jurisdiction, that he or she did not act in good faith, and in
the manner he or she reasonably believed to be or not opposed to
the best interests of this company."

(b)  Bylaws.

The bylaws of the Registrant provide the following with respect
to indemnification:

"Section 1.  Definitions.  For purposes of this Article,
"Indemnitee" shall mean each Director or Officer who was or is a
party to, or is threatened to be made a party to, or is otherwise
involved in, any Proceeding (as hereinafter defined), by reason
of the fact that he or she is or was a Director or Officer of
this Corporation or is or was serving in any capacity at the
request of this Corporation as a Director, Officer, employee,
agent, partner, or fiduciary of, or in any other capacity for,
another corporation, partnership, joint venture, trust, or other
enterprise. The term "Proceeding" shall mean any threatened,
pending or completed action or suit (including, without
limitation, an action, suit or proceeding by or in the right of
this Corporation), whether civil, criminal, administrative or
investigative.

Section 2.  Indemnification.  Each Indemnitee shall be
indemnified and held harmless by this Corporation for all actions
taken by him or her, and for all omissions (regardless of the
date of any such action or omission), to the fullest extent
permitted by Nevada law, against all expense, liability and loss
(including, without limitation, attorney fees, judgments, fines,
taxes, penalties, and amounts paid or to be paid in settlement)
reasonably incurred or suffered by the Indemnitee in connection
with any Proceeding.  Indemnification pursuant to this Section
shall continue as to an Indemnitee who has ceased to be a
Director or Officer and shall inure to the benefit of his or her
heirs, executors and administrators.  This Corporation may, by
action of its Board of Directors, and to the extent provided in
such action, indemnify employees and other persons as though they
were Indemnitees.  The rights to indemnification as provided in
this Article shall be non-exclusive of any other rights that any
person may have or hereafter acquire under an statute, provision
of this Corporation's Articles of Incorporation or Bylaws,
agreement, vote of stockholders or Directors, or otherwise.

Section 3.  Financial Arrangements.  This Corporation may
purchase and maintain insurance or make other financial
arrangements on behalf of any person who is or was a Director,
Officer, employee or agent of this Corporation, or is or was
serving at the request of this Corporation in such capacity for
another corporation, partnership, joint venture, trust or other
enterprise for any liability asserted against him or her and
liability and expenses incurred by him or her in such capacity,
whether or not this Corporation has the authority to indemnify
him or her against such liability and expenses.

The other financial arrangements which may be made by this
Corporation may include, but are not limited to, (a) creating a
trust fund; (b) establishing a program of self-insurance; (c)
securing its obligation of indemnification by granting a security
interest or other lien on any of this Corporation's assets, and
(d) establishing a letter of credit, guarantee or surety. No
financial arrangement made pursuant to this section may provide
protection for a person adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be
liable for intentional misconduct, fraud, or a knowing violation
of law, except with respect to advancing expenses or
indemnification ordered by a court.  Any insurance or other
financial arrangement made on behalf of a person pursuant to this
section may be provided by this Corporation or any other person
approved by the Board of Directors, even if all or part of the
other person's stock or other securities is owned by this
Corporation. In the absence of fraud:

(a)  the decision of the Board of Directors as to the propriety
of the terms and conditions of any insurance or other financial
arrangement made pursuant to this section, and the choice of the
person to provide the insurance or other financial arrangement is
conclusive; and

(b)  the insurance or other financial arrangement is not void or
voidable; does not subject any Director approving it to personal
liability for his action; and even if a Director approving the
insurance or other financial arrangement is a beneficiary of the
insurance or other financial arrangement.

Section 4.  Contract of Indemnification.  The provisions of this
Article relating to indemnification shall constitute a contract
between this Corporation and each of its Directors and Officers,
which may be modified as to any Director or Officer only with
that person's consent or as specifically provided in this
section. Notwithstanding any other provision of the Bylaws
relating to their amendment generally, any repeal or amendment of
this Article which is adverse to any Director or Officer shall
apply to such Director or Officer only on a prospective basis and
shall not limit the rights of an Indemnitee to indemnification
with respect to any action or failure to act occurring prior to
the time of such repeal or amendment. Notwithstanding any other
provision of these Bylaws, no repeal or amendment of these Bylaws
shall affect any or all of this Article so as to limit or reduce
the indemnification in any manner unless adopted by (a) the
unanimous vote of the Directors of this Corporation then serving,
or (b) the stockholders as set forth in Article XII hereof;
provided that no such amendment shall have retroactive effect
inconsistent with the preceding sentence.

Section 5.  Nevada Law.  References in this Article to Nevada law
or to any provision thereof shall be to such law as it existed on
the date these Bylaws were adopted or as such law thereafter may
be changed; provided that (a) in the case of any change which
expands the liability of an Indemnitee or limits the
indemnification rights or the rights to advancement of expenses
which this Corporation may provide, the rights to limited
liability, to indemnification and to the advancement of expenses
provided in this Corporation's Articles of Incorporation, these
Bylaws, or both shall continue as theretofore to the extent
permitted by law; and (b) if such change permits this
Corporation, without the requirement of any further action by
stockholders or Directors, to limit further the liability of
Indemnitees or to provide broader indemnification rights or
rights to the advancement of expenses than this Corporation was
permitted to provide prior to such change, liability thereupon
shall be so limited and the rights to indemnification and
advancement of expenses shall be so broadened to the extent
permitted by law."

(c)  Nevada Revised Statutes.

"NRS 78.7502  Discretionary and mandatory indemnification of
officers, directors, employees and agents: General provisions.

(1)  A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, except an action by or
in the right of the corporation, by reason of the fact that he is
or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against
expenses, including attorneys' fees, judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in
connection with the action, suit or proceeding if he acted in
good faith and in a manner which he reasonably believed to be in
or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its
equivalent, does not, of itself, create a presumption that the
person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests
of the corporation, and that, with respect to any criminal action
or proceeding, he had reasonable cause to believe that his
conduct was unlawful.

(2)  A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise against expenses, including amounts paid in settlement
and attorneys' fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit
if he acted in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the
corporation. Indemnification may not be made for any claim, issue
or matter as to which such a person has been adjudged by a court
of competent jurisdiction, after exhaustion of all appeals
therefrom, to be liable to the corporation or for amounts paid in
settlement to the corporation, unless and only to the extent that
the court in which the action or suit was brought or other court
of competent jurisdiction determines upon application that in
view of all the circumstances of the case, the person is fairly
and reasonably entitled to indemnity for such expenses as the
court deems proper.

(3)  To the extent that a director, officer, employee or agent of
a corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in
subsections 1 and 2, or in defense of any claim, issue or matter
therein, the corporation shall indemnify him against expenses,
including attorneys' fees, actually and reasonably incurred by
him in connection with the defense.

NRS 78.751 Authorization required for discretionary
indemnification; advancement of expenses; limitation on
indemnification and advancement of expenses.

(1)  Any discretionary indemnification under NRS 78.7502
unless ordered by a court or advanced pursuant to subsection 2,
may be made by the corporation only as authorized in the specific
case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances. The
determination must be made:

(i)  By the stockholders;

(ii)  By the board of directors by majority vote of a quorum
consisting of directors who were not parties to the action, suit
or proceeding;

(iii)  If a majority vote of a quorum consisting of directors
who were not parties to the action, suit or proceeding so orders,
by independent legal counsel in a written opinion; or

(iv)  If a quorum consisting of directors who were not
parties to the action, suit or proceeding cannot be obtained, by
independent legal counsel in a written opinion.

(2)  The articles of incorporation, the bylaws or an
agreement made by the corporation may provide that the expenses
of officers and directors incurred in defending a civil or
criminal action, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final
disposition of the action, suit or proceeding, upon receipt of an
undertaking by or on behalf of the director or officer to repay
the amount if it is ultimately determined by a court of competent
jurisdiction that he is not entitled to be indemnified by the
corporation. The provisions of this subsection do not affect any
rights to advancement of expenses to which corporate personnel
other than directors or officers may be entitled under any
contract or otherwise by law.

(3)  The indemnification and advancement of expenses
authorized in NRS 78.7502 or ordered by a court pursuant to this section:

(i)  Does not exclude any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under
the articles of incorporation or any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, for either
an action in his official capacity or an action in another
capacity while holding his office, except that indemnification,
unless ordered by a court pursuant to or for the advancement of
expenses made pursuant to subsection 2, may not be made to or on
behalf of any director or officer if a final adjudication
establishes that his acts or omissions involved intentional
misconduct, fraud or a knowing violation of the law and was
material to the cause of action.

(ii)  Continues for a person who has ceased to be a director,
officer, employee or agent and inures to the benefit of the
heirs, executors and administrators of such a person.
NRS 78.752  Insurance and other financial arrangements against
liability of directors, officers, employees and agents.

(1)  A corporation may purchase and maintain insurance or
make other financial arrangements on behalf of any person who is
or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise for any
liability asserted against him and liability and expenses
incurred by him in his capacity as a director, officer, employee
or agent, or arising out of his status as such, whether or not
the corporation has the authority to indemnify him against such
liability and expenses.

(2)  The other financial arrangements made by the corporation
pursuant to subsection 1 may include the following:

(i)  The creation of a trust fund.

(ii)  The establishment of a program of self-insurance.

(iii)  The securing of its obligation of indemnification
by granting a security interest or other lien on any assets of
the corporation.

(iv)  The establishment of a letter of credit, guaranty or surety.

No financial arrangement made pursuant to this subsection may
provide protection for a person adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be
liable for intentional misconduct, fraud or a knowing violation
of law, except with respect to the advancement of expenses or
indemnification ordered by a court.

(3)  Any insurance or other financial arrangement made on behalf
of a person pursuant to this section may be provided by the
corporation or any other person approved by the board of
directors, even if all or part of the other person's stock or
other securities is owned by the corporation.

(4)  In the absence of fraud:

(i)  The decision of the board of directors as to the
propriety of the terms and conditions of any insurance or other
financial arrangement made pursuant to this section and the
choice of the person to provide the insurance or other financial
arrangement is conclusive; and

(ii)  The insurance or other financial arrangement:

(A)  Is not void or voidable; and

(B)  Does not subject any director approving it to personal
liability for his action, even if a director approving the
insurance or other financial arrangement is a beneficiary of the
insurance or other financial arrangement.

(5)  A corporation or its subsidiary which provides self-
insurance for itself or for another affiliated corporation
pursuant to this section is not subject to the provisions of
Title 57 of NRS."

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

The Exhibits required by Item 601 of Regulation S-B, and an index
thereto, are attached.

Item 9. Undertakings.

The undersigned Registrant hereby undertakes:

(a)  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:

(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;

(2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.

(3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.

(b)  That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual
report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(e)  To deliver or cause to be delivered with the prospectus, to
each person to whom the prospectus is sent or given, the latest
annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting
the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X are not
set forth in the prospectus, to deliver, or cause to be delivered
to each person to whom the prospectus is sent or given, the
latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial
information

(h) That insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such issue.

                               SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorize, in the City
of San Pedro, State of California, on May 1, 2001.

                                            eConnect

                                            By:/s/  Thomas S. Hughes
                                            Thomas S. Hughes, President

                        Special Power of Attorney

The undersigned constitute and appoint Thomas S. Hughes their
true and lawful attorney-in-fact and agent with full power of
substitution, for him and in his name, place, and stead, in any
and all capacities, to sign any and all amendments, including
post-effective amendments, to this Form  S-8 Registration
Statement, and to file the same with all exhibits thereto, and
all documents in connection therewith, with the U.S. Securities
and Exchange Commission, granting such attorney-in-fact the full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that such
attorney-in-fact may lawfully do or cause to be done by virtue
hereof.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities and on the date indicated:

Signature                    Title                         Date

/s/ Thomas S. Hughes        President/Chief Executive      May 1, 2001
Thomas S. Hughes            Officer/ Director

/s/ Jack M. Hall            Secretary/Director             May 1, 2001
Jack M. Hall

/s/ Laurence Donoghue       Director                       May 1, 2001
Laurence Donoghue

/s/  Mary Lou Garcia        Accounting Manager (principal  May 1, 2001
Mary Lou Garcia             financial and accounting
                            officer)

                              EXHIBIT INDEX

Exhibit                     Description
No.

4.1      Amended and Restated Non-Employee Directors and
         Consultants Retainer Stock Plan (Amendment No. 4), dated April
         27, 2001 (see below).

4.2      Consulting Services Agreement between the Registrant
         and Francis Mecoli, dated March 19, 2001 (see below).

4.3      Consulting Services Agreement between the Registrant
         and William West, dated March 20, 2001 (see below).

4.4      Consulting Services Agreement between the Registrant
         and Marc Tow, dated March 20, 2001 (see below).

4.5      Consulting Services Agreement between the Registrant
         and Felix Campos, dated March 20, 2001 (see below).

4.6      Consulting Services Agreement between the Registrant
         and Marc Christ, dated March 20, 2001 (see below).

4.7      Consulting Services Agreement between the Registrant
         and Thomas A. Sandelier, dated March 20, 2001 (see below).

4.8      Consulting Services Agreement between the Registrant
         and Prince Saud Al-Faisal, dated March 20, 2001 (see below).

4.9      Consulting Services Agreement between the Registrant
         and Ralph DiFelice, dated March 20, 2001 (see below).

5       Opinion Re: Legality (see below).

23.1    Consent of Accountants (see below).

23.2    Consent of Auditors (see below).

23.3    Consent of Counsel (see below

24      Special Power of Attorney (see signature page).

                             EX-4.1

        AMENDED AND RESTATED NON-EMPLOYEE DIRECTORS AND
       CONSULTANTS RETAINER STOCK PLAN (AMENDMENT NO. 4)

                         AMENDED AND RESTATED
                              eCONNECT
               NON-EMPLOYEE DIRECTORS AND CONSULTANTS
                        RETAINER STOCK PLAN
                         (Amendment No. 4)

1.  Introduction.

This plan shall be known as the "Amended and Restated eConnect
Non-Employee Directors and Consultants Retainer Stock Plan
(Amendment No. 4)" and is hereinafter referred to as the "Plan".
 The purposes of the Plan are to enable eConnect, a Nevada
corporation ("Company"), to promote  the interests of the Company
and its shareholders by attracting and retaining non-employee
Directors and Consultants capable of furthering the future
success of the Company and by aligning their economic interests
more closely with those of the Company's shareholders, by paying
their retainer or fees in the form of shares of the Company's
common stock, par value one tenth of one cent ($0.001) per share
("Common Stock").

2.  Definitions.

The following terms shall have the meanings set forth below:

"Board" means the Board of Directors of the Company.

"Change of Control" has the meaning set forth in Section 12(d).

"Code" means the Internal Revenue Code of 1986, as amended, and
the rules and regulations thereunder. References to any provision
of the Code or rule or regulation thereunder shall be deemed to
include any amended or successor provision, rule or regulation.

"Committee" means the committee that administers the Plan, as
more fully defined in Section 13.

"Common Stock" has the meaning set forth in Section 1.

"Company" has the meaning set forth in Section 1.

"Deferral Election" has the meaning set forth in Section 6.

"Deferred Stock Account" means a bookkeeping account maintained
by the Company for a Participant representing the Participant's
interest in the shares credited to such Deferred Stock
Account pursuant to Section 7.

"Delivery Date" has the meaning set forth in Section 6.

"Director" means an individual who is a member of the Board of
Directors of the Company.

"Dividend Equivalent" for a given dividend or other distribution
means a number of shares of Common Stock having a Fair Market
Value, as of the record date for such dividend or distribution,
equal to the amount of cash, plus the fair market value on the
date of distribution of any property, that is distributed with
respect to one share of Common Stock pursuant to such dividend or
distribution; such fair market value to be determined by the
Committee in good faith.

"Effective Date" has the meaning set forth in Section 3.

"Exchange Act" has the meaning set forth in Section 13(b).

"Fair Market Value" means the mean between the highest and lowest
reported sales prices of the Common Stock on the NYSE Composite
Tape or, if not listed on such exchange, on any other national
securities exchange on which the Common Stock is listed or on
NASDAQ on the last trading day prior to the date with respect to
which the Fair Market Value is to be determined.

"Participant" has the meaning set forth in Section 4.

"Payment Time" means the time when a Stock Retainer is payable to
a Participant pursuant to Section 5 (without regard to the effect
of any Deferral Election).

"Stock Retainer" has the meaning set forth in Section 5.

"Third Anniversary" has the meaning set forth in Section 6.

3.  Effective Date of the Plan.

The Plan shall be effective as of April 27, 2001 ("Effective
Date"), provided that it is approved by the Board.

4.  Eligibility.

Each individual who is a Director or Consultant on the Effective
Date and each individual who becomes a Director or Consultant
thereafter during the term of the Plan, shall be a participant
("Participant") in the Plan, in each case during such period as
such individual remains a Director or Consultant and is not an
employee of the Company or any of its subsidiaries.  Each credit
of shares of Common Stock pursuant to the Plan shall be evidenced
by a written agreement duly executed and delivered by or on
behalf of the Company and a Participant, if such an agreement is
required by the Company to assure compliance with all applicable
laws and regulations.

5.  Grants of Shares.

Commencing on the Effective Date, the amount for service to
directors or consultants shall instead be payable in shares of
Common Stock ("Stock Retainer") pursuant to this Plan at the
deemed issuance price of one tenth of one cent ($0.001) per
Share.

6.  Deferral Option.

From and after the Effective Date, a Participant may make an
election (a "Deferral Election") on an annual basis to defer
delivery of the Stock Retainer specifying which one of the
following way the Stock Retainer is to be delivered:  (a) on the
date which is three years after the Effective Date for which it
was originally payable ("Third Anniversary"), (b) on the date
upon which the Participant ceases to be a Director or Consultant
for any reason ("Departure Date") or (c) in five equal annual
installments commencing on the Departure Date ("Third
Anniversary" and "Departure Date" each being referred to herein
as a "Delivery Date").  Such Deferral Election shall remain in
effect for each Subsequent Year unless changed, provided that,
any Deferral Election with respect to a particular Year may not
be changed less than six (6) months prior to the beginning of
such  Year and provided, further, that no more than one Deferral
Election or change thereof may be made in any Year.

Any Deferral Election and any change or revocation thereof shall
be made by delivering written notice thereof to the Committee no
later than six (6) months prior to the beginning of the Year in
which it is to be effected; provided that, with respect to the
Year beginning on the Effective Date, any Deferral Election or
revocation thereof must be delivered no later than the close of
business on the thirtieth (30th) day after the Effective Date.

7.  Deferred Stock Accounts.

The Company shall maintain a Deferred Stock Account for each
Participant who makes a Deferral Election to which shall be
credited, as of the applicable Payment Time, the number of shares
of Common Stock payable pursuant to the Stock Retainer to which
the Deferral Election relates.  So long as any amounts in such
Deferred Stock Account have not been delivered to the Participant
under Section 8, each Deferred Stock Account shall be credited as
of the payment date for any dividend paid or other distribution
made with respect to the Common Stock, with a number of shares of
Common Stock equal to (a) the number of shares of Common Stock
shown in such Deferred Stock Account on the record date for such
dividend or distribution multiplied by (b) the Dividend
Equivalent for such dividend or distribution.

8.  Delivery of Shares.

(a)  The shares of Common Stock in a Participant's Deferred Stock
Account with respect to any Stock Retainer for which a Deferral
Election has been made (together with dividends attributable to
such shares credited to such Deferred Stock Account) shall be
delivered in accordance with this Section 8 as soon as
practicable after the applicable Delivery Date.  Except with
respect to a Deferral Election pursuant to Section 6(c), or other
agreement between the parties, such shares shall be delivered at
one time; provided that, if the number of shares so delivered
includes a fractional share, such number shall be rounded to the
nearest whole number of shares. If the Participant has in effect
a Deferral Election pursuant to Section 6(c), then such shares
shall be delivered in five equal annual installments (together
with dividends attributable to such shares credited to such
Deferred Stock Account), with the first such installment being
delivered on the first anniversary of the Delivery Date; provided
that, if in order to equalize such installments, fractional
shares would have to be delivered, such installments shall be
adjusted by rounding to the nearest whole share.  If any such
shares are to be delivered after the Participant has died or
become legally incompetent, they shall be delivered to the
Participant's estate or legal guardian, as the case may be, in
accordance with the foregoing; provided that, if the Participant
dies with a Deferral Election pursuant to Section 6(c) in effect,
the Committee shall deliver all remaining undelivered shares to
the Participant's estate immediately. References to a Participant
in this Plan shall be deemed to refer to the Participant's estate
or legal guardian, where appropriate.

(b)  The Company may, but shall not be required to, create a
grantor trust or utilize an existing grantor trust (in either
case, "Trust") to assist it in accumulating the shares of Common
Stock needed to fulfill its obligations under this  Section 8.
However, Participants shall have no beneficial or other interest
in the Trust and the assets thereof, and their rights under the
Plan shall be as general creditors of the Company, unaffected by
the existence or nonexistence of the Trust, except that
deliveries of Stock Retainers to Participants from the Trust
shall, to the extent thereof, be treated as satisfying the
Company's obligations under this Section 8.

9.  Share Certificates; Voting and Other Rights.

The certificates for shares delivered to a Participant pursuant
to Section 8 above shall be issued in the name of the
Participant, and from and after the date of such issuance the
Participant shall be entitled to all rights of a shareholder with
respect to Common Stock for all such shares issued in his or her
name, including the right to vote the shares, and the Participant
shall receive all dividends and other distributions paid or made
with respect thereto.

10.  General Restrictions.

(a)  Notwithstanding any other provision of the Plan or
agreements made pursuant thereto, the Company shall not be
required to issue or deliver any certificate or certificates for
shares of Common Stock under the Plan prior to fulfillment of all
of the following conditions:

(i)   Listing or approval for listing upon official notice of
issuance of such shares on the New York Stock Exchange, Inc., or
such other securities exchange as may at the time be a market for
the Common Stock;

(ii)   Any registration or other qualification of such shares
under any state or federal law or regulation, or the maintaining
in effect of any such registration or other qualification which
the Committee shall, upon the advice of counsel, deem necessary
or advisable; and

(iii)   Obtaining any other consent, approval, or permit from any
state or federal governmental agency which the Committee shall,
after receiving the advice of counsel, determine to be necessary
or advisable.

(b)  Nothing contained in the Plan shall prevent the Company from
adopting other or additional compensation arrangements for the
Participants.

11.  Shares Available.

Subject to Section 12 below, the maximum number of shares of
Common Stock which may in the aggregate be paid as Stock
Retainers pursuant to the Plan is Forty Million (40,000,000).
Shares of Common Stock issueable under the Plan may be taken from
treasury shares of the Company or purchased on the open market.

12.  Adjustments; Change of Control.

(a)  In the event that there is, at any time after the Board
adopts the Plan, any change in corporate capitalization, such as
a stock split, combination of shares, exchange of shares,
warrants or rights offering to purchase Common Stock at a price
below its fair market value, reclassification, or
recapitalization, or a corporate transaction, such as any merger,
consolidation, separation, including a spin-off, or other
extraordinary distribution of stock or property of the Company,
any reorganization (whether or not such reorganization comes
within the definition of such term in Section 368 of the Code) or
any partial or complete liquidation of the Company (each of the
foregoing a "Transaction"), in each case other than any such
Transaction which constitutes a Change of Control (as defined
below), (i) the Deferred Stock Accounts shall be credited with
the amount and kind of shares or other property which would have
been received by a holder of the number of shares of Common Stock
held in such Deferred Stock Account had such shares of Common
Stock been outstanding as of the effectiveness of any such
Transaction, (ii) the number and kind of shares or other property
subject to the Plan shall likewise be appropriately adjusted to
reflect the effectiveness of any such Transaction and (iii) the
Committee shall appropriately adjust any other relevant
provisions of the Plan and any such modification by the Committee
shall be binding and conclusive on all persons.

(b)  If the shares of Common Stock credited to the Deferred Stock
Accounts are converted pursuant to Section 12(a) into another
form of property, references in the Plan to the Common Stock
shall be deemed, where appropriate, to refer to such other form
of property, with such other modifications as may be required for
the Plan to operate in accordance with its purposes. Without
limiting the generality of the foregoing, references to delivery
of certificates for shares of Common Stock shall be deemed to
refer to delivery of cash and the incidents of ownership of any
other property held in the Deferred Stock Accounts.

(c)  In lieu of the adjustment contemplated by Section 12(a), in
the event of a Change of Control, the following shall occur on
the date of the Change of Control:  (i) the shares of Common
Stock held in each Participant's Deferred Stock Account  shall be
deemed to be issued and outstanding as of the Change of Control;
(ii) the Company shall forthwith deliver to each Participant who
has a Deferred Stock Account all of the shares of Common Stock or
any other property held in such Participant's Deferred Stock
Account; and (iii) the Plan shall be terminated.

(d)  For purposes of this Plan, Change of Control shall mean any
of the following events:

(i)   The acquisition by any individual, entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) (a
"Person") of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of 20% or more of
either (a) the then outstanding shares of common stock of the
Company ("Outstanding Company Common Stock") or (b) the combined
voting power of the then outstanding voting securities of the
Company entitled to vote generally in the election of directors
("Outstanding Company Voting Securities"); provided, however,
that the following acquisitions shall not constitute a Change of
Control:  (a) any acquisition directly from the Company
(excluding an acquisition by virtue of the exercise of a
conversion privilege unless the security being so converted was
itself acquired directly from the Company), (b) any acquisition
by the Company, (c) any acquisition by any employee benefit plan
(or related trust) sponsored or maintained by the Company or any
corporation controlled by the Company or (d) any acquisition by
any corporation pursuant to a reorganization, merger or
consolidation, if, following such reorganization, merger or
consolidation, the conditions described in clauses (a), (b) and
(c) of paragraph (iii) of this Section 12(d) are satisfied; or

(ii)   Individuals who, as of the date hereof, constitute the
Board of the Company (as of the date hereof, "Incumbent Board")
cease for any reason to constitute at least a majority of the
Board; provided, however, that any individual becoming a director
subsequent to the date hereof whose election, or nomination for
election by the Company's shareholders, was approved by a vote of
at least a majority of the directors then comprising the
Incumbent Board shall be considered as though such individual
were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office
occurs as a result of either an actual or threatened election
contest (as such terms are used in Rule 14a-11 of Regulation 14A
promulgated under the Exchange Act) or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person
other than the Board; or

(iii)   Approval by the shareholders of the Company of a
reorganization, merger, binding share exchange or consolidation,
unless, following such reorganization, merger, binding share
exchange or consolidation (a) more than sixty percent (60%) of,
respectively, the then outstanding shares of common stock of the
corporation resulting from such reorganization, merger, binding
share exchange or consolidation and the combined voting power of
the then outstanding voting securities of such corporation
entitled to vote generally in the election of directors is then
beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were the
beneficial owners, respectively, of the Outstanding Company
Common Stock and Outstanding Company Voting Securities
immediately prior to such reorganization, merger, binding share
exchange or consolidation in substantially the same proportions
as their ownership, immediately prior to such reorganization,
merger, binding share exchange or consolidation, of the
Outstanding Company Common Stock and Outstanding Company Voting
Securities, as the case may be, (b) no Person (excluding the
Company, any employee benefit plan (or related trust) of the
Company or such corporation resulting from such reorganization,
merger, binding share exchange or consolidation and any Person
beneficially owning, immediately prior to such reorganization,
merger, binding share exchange or consolidation, directly or
indirectly, twenty percent (20%) or more of the Outstanding
Company Common Stock or Outstanding Company Voting Securities, as
the case may be) beneficially owns, directly or indirectly,
twenty percent (20%) or more of, respectively, the then
outstanding shares of common stock of the corporation resulting
from such reorganization, merger, binding share exchange or
consolidation or the combined voting power of the then
outstanding voting securities of such corporation entitled to
vote generally in the election of directors and (c) at least a
majority of the members of the board of directors of the
corporation resulting from such reorganization, merger, binding
share exchange or consolidation were members of the Incumbent
Board at the time of the execution of the initial agreement
providing for such reorganization, merger, binding share exchange
or consolidation; or

(iv)   Approval by the shareholders of the Company of (a) a
complete liquidation or dissolution of the Company or (b) the
sale or other disposition of all or substantially all of the
assets of the Company, other than to a corporation, with respect
to which following such sale or other disposition, (x) more than
sixty percent (60%) of, respectively, the then outstanding shares
of common stock of such corporation and the combined voting power
of the then outstanding voting securities of such corporation
entitled to vote generally in the election of directors is then
beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were the
beneficial owners, respectively, of the Outstanding Company
Common Stock and Outstanding Company Voting Securities
immediately prior to such sale or other disposition in
substantially the same proportion as their ownership, immediately
prior to such sale or other disposition, of the Outstanding
Company Common Stock and Outstanding Company Voting Securities,
as the case may be, (y) no Person (excluding the Company and any
employee benefit plan (or related trust) of the Company or such
corporation and any Person beneficially owning, immediately prior
to such sale or other disposition, directly or indirectly, twenty
percent (20%) or more of the Outstanding Company Common Stock or
Outstanding Company Voting Securities, as the case may be)
beneficially owns, directly or indirectly, twenty percent (20%)
or more of, respectively, the then outstanding shares of common
stock of such corporation and the combined voting power of the
then outstanding voting securities of such corporation entitled
to vote generally in the election of directors and (z) at least a
majority of the members of the board of directors of such
corporation were members of the Incumbent Board at the time of
the execution of the initial agreement or action of the Board
providing for such sale or other disposition of assets of the Company.

13.  Administration; Amendment and Termination.

(a)  The Plan shall be administered by a committee consisting of
three members who shall be the current directors of the Company
or senior executive officers or other directors who are not
Participants as may be designated by the Chief Executive Officer
("Committee"), which shall have full authority to construe and
interpret the Plan, to establish, amend and rescind rules and
regulations relating to the Plan, and to take all such actions
and make all such determinations in connection with the Plan as
it may deem necessary or desirable. (b)  The Board may from time
to time make such amendments to the Plan, including to preserve
or come within any exemption from liability under Section 16(b)
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), as it may deem proper and in the best interest of the
Company without further approval of the Company's stockholders,
provided that, to the extent required under Nevada law or to
qualify transactions under the Plan for exemption under Rule 16b-
3 promulgated under the Exchange Act, no amendment to the Plan
shall be adopted without further approval of the Company's
stockholders and, provided, further, that if and to the extent
required for the Plan to comply with Rule 16b-3 promulgated under
the Exchange Act, no amendment to the Plan shall be made more
than once in any six (6) month period that would change the
amount, price or timing of the grants of Common Stock hereunder
other than to comport with changes in the Internal Revenue Code
of 1986, as amended, the Employee Retirement Income Security Act
of 1974, as amended, or the regulations thereunder.  (c)  The
Board may terminate the Plan at any time by a vote of a majority
of the members thereof.

14.  Micellaneous.

(a)  Nothing in the Plan shall be deemed to create any obligation
on the part of the Board to nominate any Director for reelection
by the Company's shareholders or to limit the rights of the
shareholders to remove any Director.

(b)  The Company shall have the right to require, prior to the
issuance or delivery of any shares of Common Stock pursuant to
the Plan, that a Participant make arrangements satisfactory to
the Committee for the withholding of any taxes required by law to
be withheld with respect to the issuance or delivery of such
shares, including without limitation by the withholding of shares
that would otherwise be so issued or delivered, by withholding
from any other payment due to the Participant, or by a cash
payment to the Company by the Participant.

15.  Governing Law.

The Plan and all actions taken thereunder shall be governed by
and construed in accordance with the laws of the State of Nevada.
IN WITNESS WHEREOF, this Plan has been executed as of the 27th day
of April, 2001.

eConnect

By:   /s/ Thomas S. Hughes
Thomas S. Hughes, President

                           EX-4.2
             CONSULTING SERVICES AGREEMENT

This Consulting Services Agreement ("Agreement"), dated March 19,
2001, is made by and between Francis Mecoli, an individual
("Consultant"), whose address is 5202 Bon Vivant Drive, #22,
Tampa Florida 33603, and eConnect, a Nevada corporation
("Client"), having its principal place of business at 2500 Via
Cabrillo Marina, Suite 112, San Pedro, California 90731.

WHEREAS, Consultant has background experience, resources and
contacts in the securities and wireless industry; and will engage
in the pursuit of a securities firm(s) with clearing capabilities
to initiate Client's PERFECT industry.  Additionally, Consultant
will, on behalf of Client, maintain a position as liaison in
regard to the aforementioned, brokerage firm(s) and contacts.
Additionally, consultant has contacts in the wireless industry
and will introduce, on behalf of Client, Client's PERFECT
industry to these wireless contacts. Consultant will further
provide offers, by all parties, to Client to initiate Client's
PERFECT industry to interface with the wireless industry and the
securities industry.  Consultant, at his own expense, may engage
other parties in the securities industry or related fields to
assist Consultant to provide the most efficient and expeditious
service to Client;

WHEREAS, Consultant desires to be engaged by Client to provide
information, evaluation and consulting services to the Client in
his areas of knowledge and expertise on the terms and subject to
the conditions set forth herein;

WHEREAS, Client is a publicly held corporation with its common
stock shares trading on the Over the Counter Bulletin Board under
the ticker symbol "ECNC," and desires to further develop its
business and increase it's common stock share's value by
enhancing public awareness of the business of the Client and its
image; and

WHEREAS, Client desires to engage Consultant to provide
information, evaluation and consulting services to the Client in
his areas of knowledge and expertise on the terms and subject to
the conditions set forth herein.

NOW, THEREFORE, in consideration for those services Consultant
provides to Client, the parties agree as follows:

1.  Services of Consultant.

Consultant agrees to perform for Client all necessary services
required to identify and develop eCashPad ATM card with PIN
instant cash payments to brokerage firms with the target of
clearance of PERFECT industry specialty ATM card with PIN instant
cash payments.  Consultant will further provide offers, by all
parties, to Client to initiate Client's PERFECT industry to
interface with the wireless industry and the securities industry.
As such, Consultant will be providing bona fide services to
Client. The services to be provided by Consultant will not be in
connection with the offer or sale of securities in a capital-
raising transaction, and will not directly or indirectly promote
or maintain a market for Client's securities.

2.  Consideration.

Client agrees to pay Consultant, as his fee and as consideration
for services provided, one hundred thousand (100,000) shares of
S-8 free trading common stock in Client. Shares are due and
payable immediately upon the effectiveness of the Form S-8
Registration Statement with the U.S. Securities and Exchange
Commission and with any appropriate states securities administrator.

3.  Confidentiality.

Each party agrees that during the course of this Agreement,
information that is confidential or of a proprietary nature may
be disclosed to the other party, including, but not limited to,
product and business plans, software, technical processes and
formulas, source codes, product designs, sales, costs and other
unpublished financial information, advertising revenues, usage
rates, advertising relationships, projections, and marketing data
("Confidential Information"). Confidential Information shall not
include information that the receiving party can demonstrate (a)
is, as of the time of its disclosure, or thereafter becomes part
of the public domain through a source other than the receiving
party, (b) was known to the receiving party as of the time of its
disclosure, (c) is independently developed by the receiving party,
or (d) is subsequently learned from a third party not under a
confidentiality obligation to the providing party.

4.  Late Payment.

Client shall pay to Consultant all fees within fifteen (15) days
of the due date. Failure of Client to finally pay any fees within
fifteen (15) days after the applicable due date shall be deemed a
material breach of this Agreement, justifying suspension of the
performance of the "Services" provided by Consultant, will be
sufficient cause for immediate termination of this Agreement by
Consultant. Any such suspension will in no way relieve Client
from payment of fees, and, in the event of collection
enforcement, Client shall be liable for any costs associated with
such collection, including, but not limited to, legal costs,
attorneys' fees, courts costs, and collection agency fees.

5.  Indemnification.

(a)  Client.

Client agrees to indemnify, defend, and shall hold harmless
Consultant and /or his agents, and to defend any action brought
against said parties with respect to any claim, demand, cause of
action, debt or liability, including reasonable attorneys' fees
to the extent that such action is based upon a claim that: (i) is
true, (ii) would constitute a breach of any of Client's
representations, warranties, or agreements hereunder, or (iii)
arises out of the negligence or willful misconduct of Client, or
any Client Content to be provided by Client and does not violate
any rights of third parties, including, without limitation,
rights of publicity, privacy, patents, copyrights, trademarks,
trade secrets, and/or licenses.

(b)  Consultant.

Consultant agrees to indemnify, defend, and shall hold harmless
Client, its directors, employees and agents, and defend any
action brought against same with respect to any claim, demand,
cause of action, debt or liability, including reasonable
attorneys' fees, to the extent that such an action arises out of
the gross negligence or willful misconduct of Consultant.

(c)  Notice.

In claiming any indemnification hereunder, the indemnified party
shall promptly provide the indemnifying party with written notice
of any claim, which the indemnified party believes falls within
the scope of the foregoing paragraphs. The indemnified party may,
at its expense, assist in the defense if it so chooses, provided
that the indemnifying party shall control such defense, and all
negotiations relative to the settlement of any such claim. Any
settlement intended to bind the indemnified party shall not be
final without the indemnified party's written consent, which
shall not be unreasonably withheld.

6.  Limitation of Liability.

Consultant shall have no liability with respect to Consultant's
obligations under this Agreement or otherwise for consequential,
exemplary, special, incidental, or punitive damages even if
Consultant has been advised of the possibility of such damages.
In any event, the liability of Consultant to Client for any
reason and upon any cause of action, regardless of the form in
which  the legal or equitable action may be brought, including,
without limitation, any action in tort or contract, shall not
exceed ten percent (10%) of the fee paid by Client to Consultant
for the specific service provided that is in question.

7.  Termination and Renewal.

(a)  Term.

This Agreement shall become effective on the date appearing next
to the signatures below and terminate one (1) year thereafter.
Unless otherwise agreed upon in writing by Consultant and Client,
this Agreement shall not automatically be renewed beyond its Term.

(b)  Termination.

Either party may terminate this Agreement on thirty (30) calendar
days written notice, or if prior to such action, the other party
materially breaches any of its representations, warranties or
obligations under this Agreement. Except as may be otherwise
provided in this Agreement, such breach by either party will
result in the other party being responsible to reimburse the non-
defaulting party for all costs incurred directly as a result of
the breach of this Agreement, and shall be subject to such
damages as may be allowed by law including all attorneys' fees
and costs of enforcing this Agreement.

(c)  Termination and Payment.

Upon any termination or expiration of this Agreement, Client
shall pay all unpaid and outstanding fees through the effective
date of termination or expiration of this Agreement. And upon
such termination, Consultant shall provide and deliver to Client
any and all outstanding services due through the effective date
of this Agreement.

8.  Miscellaneous.

(a)  Independent Contractor.

This Agreement establishes an "independent contractor"
relationship between Consultant and Client.

(b)  Rights Cumulative; Waivers.

The rights of each of the parties under this Agreement are
cumulative.  The rights of each of the parties hereunder shall
not be capable of being waived or varied other than by an express
waiver or variation in writing.  Any failure to exercise or any
delay in exercising any of such rights shall not operate as a
waiver or variation of that or any other such right.  Any
defective or partial exercise of any of such rights shall not
preclude any other or further exercise of that or any other such
right.  No act or course of conduct or negotiation on the part of
any party shall in any way preclude such party from exercising
any such right or constitute a suspension or any variation of any
such right.

(c)  Benefit; Successors Bound.

This Agreement and the terms, covenants, conditions, provisions,
obligations, undertakings, rights, and benefits hereof, shall be
binding upon, and shall inure to the benefit of, the undersigned
parties and their heirs, executors, administrators,
representatives, successors, and permitted assigns.

(d)  Entire Agreement.

This Agreement contains the entire agreement between the parties
with respect to the subject matter hereof.  There are no
promises, agreements, conditions, undertakings, understandings,
warranties, covenants or representations, oral or written,
express or implied, between them with respect to this Agreement
or the matters described in this Agreement, except as set forth
in this Agreement.  Any such negotiations, promises, or
understandings shall not be used to interpret or constitute this
Agreement.

(e)  Assignment.

Neither this Agreement nor any other benefit to accrue hereunder
shall be assigned or transferred by either party, either in whole
or in part, without the written consent of the other party, and
any purported assignment in violation hereof shall be void.

(f)  Amendment.

This Agreement may be amended only by an instrument in writing
executed by all the parties hereto.

(g)  Severability.

Each part of this Agreement is intended to be severable.  In the
event that any provision of this Agreement is found by any court
or other authority of competent jurisdiction to be illegal or
unenforceable, such provision shall be severed or modified to the
extent necessary to render it enforceable and as so severed or
modified, this Agreement shall continue in full force and effect.

(h)  Section Headings.

The Section headings in this Agreement are for reference purposes
only and shall not affect in any way the meaning or
interpretation of this Agreement.

(i)  Construction.

Unless the context otherwise requires, when used herein, the
singular shall be deemed to include the plural, the plural shall
be deemed to include each of the singular, and pronouns of one or
no gender shall be deemed to include the equivalent pronoun of
the other or no gender.

(j)  Further Assurances.

In addition to the instruments and documents to be made, executed
and delivered pursuant to this Agreement, the parties hereto
agree to make, execute and deliver or cause to be made, executed
and delivered, to the requesting party such other instruments and
to take such other actions as the requesting party may reasonably
require to carry out the terms of this Agreement and the
transactions contemplated hereby.

(k)  Notices.

Any notice which is required or desired under this Agreement
shall be given in writing and may be sent by personal delivery or
by mail (either a. United States mail, postage prepaid, or b.
Federal Express or similar generally recognized overnight
carrier), addressed as follows (subject to the right to designate
a different address by notice similarly given):

To Client:

Thomas S. Hughes
eConnect
2500 Via Cabrillo Marina, Suite 112
San Pedro, California 90731

To Consultant:

Francis Mecoli
5202 Bon Vivant Drive, #22
Tampa Florida 33603

(l)  Governing Law.

This Agreement shall be governed by the interpreted in accordance
with the laws of the State of California without reference to its
conflicts of laws rules or principles.  Each of the parties
consents to the exclusive jurisdiction of the federal courts of
the State of California in connection with any dispute arising
under this Agreement and hereby waives, to the maximum extent
permitted by law, any objection, including any objection based on
forum non coveniens, to the bringing of any such proceeding in
such jurisdictions.

(m)  Consents.

The person signing this Agreement on behalf of each party hereby
represents and warrants that he has the necessary power, consent
and authority to execute and deliver this Agreement on behalf of
such party.

(n)  Survival of Provisions.

The provisions contained in paragraphs 3, 5, 6, and 8 of this
Agreement shall survive the termination of this Agreement.

(o)  Execution in Counterparts.

This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and all of which
together shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and have agreed to and accepted the terms herein on the
date written above.

eConnect

By :  /s/  Thomas S. Hughes
Thomas S. Hughes, President

Francis Mecoli

/s/  Francis Mecoli

                           EX-4.3

             CONSULTING SERVICES AGREEMENT

This Consulting Services Agreement ("Agreement"), dated March 20,
2001, is made by and between William West, an individual
("Consultant"), whose address is 89 Park Avenue, Caldwell, New
Jersey 07006, and eConnect, a Nevada corporation ("Client"),
having its principal place of business at 2500 Via Cabrillo
Marina, Suite 112, San Pedro, California 90731.

WHEREAS, Consultant has extensive background with the public
utilities payment industry and the need for Internet instant cash
payment by eCashPad ATM card with PIN;

WHEREAS, Consultant desires to be engaged by Client to provide
information, evaluation and consulting services to the Client in
his areas of knowledge and expertise on the terms and subject to
the conditions set forth herein;

WHEREAS, Client is a publicly held corporation with its common
stock shares trading on the Over the Counter Bulletin Board under
the ticker symbol "ECNC," and desires to further develop its
business and increase it's common stock share's value by
enhancing public awareness of the business of the Client and its
image; and

WHEREAS, Client desires to engage Consultant to provide
information, evaluation and consulting services to the Client in
his areas of knowledge and expertise on the terms and subject to
the conditions set forth herein.

NOW, THEREFORE, in consideration for those services Consultant
provides to Client, the parties agree as follows:

1.  Services of Consultant.

Consultant agrees to develop the usage of the eCashPad for ATM
card with PIN entry payments to the public utilities industry
with specific focus on telecommunications.  As such, Consultant
will be providing bona fide services to Client.  The services to
be provided by Consultant will not be in connection with the
offer or sale of securities in a capital-raising transaction, and
will not directly or indirectly promote or maintain a market for
Client's securities.

2.  Consideration.

Client agrees to pay Consultant, as his fee and as consideration
for services provided, two hundred thousand (200,000) shares of
S-8 free trading common stock in Client. Shares are due and
payable immediately upon the effectiveness of the Form S-8
Registration Statement with the U.S. Securities and Exchange
Commission and with any appropriate states securities administrator.

3.  Confidentiality.

Each party agrees that during the course of this Agreement,
information that is confidential or of a proprietary nature may
be disclosed to the other party, including, but not limited to,
product and business plans, software, technical processes and
formulas, source codes, product designs, sales, costs and other
unpublished financial information, advertising revenues, usage
rates, advertising relationships, projections, and marketing data
("Confidential Information"). Confidential Information shall not
include information that the receiving party can demonstrate (a)
is, as of the time of its disclosure, or thereafter becomes part
of the public domain through a source other than the receiving
party, (b) was known to the receiving party as of the time of its
disclosure, (c) is independently developed by the receiving party,
or (d) is subsequently learned from a third party not under a
confidentiality obligation to the providing party.

4.  Late Payment.

Client shall pay to Consultant all fees within fifteen (15) days
of the due date. Failure of Client to finally pay any fees within
fifteen (15) days after the applicable due date shall be deemed a
material breach of this Agreement, justifying suspension of the
performance of the "Services" provided by Consultant, will be
sufficient cause for immediate termination of this Agreement by
Consultant. Any such suspension will in no way relieve Client
from payment of fees, and, in the event of collection
enforcement, Client shall be liable for any costs associated with
such collection, including, but not limited to, legal costs,
attorneys' fees, courts costs, and collection agency fees.

5.  Indemnification.

(a)  Client.

Client agrees to indemnify, defend, and shall hold harmless
Consultant and /or his agents, and to defend any action brought
against said parties with respect to any claim, demand, cause of
action, debt or liability, including reasonable attorneys' fees
to the extent that such action is based upon a claim that: (i) is
true, (ii) would constitute a breach of any of Client's
representations, warranties, or agreements hereunder, or (iii)
arises out of the negligence or willful misconduct of Client, or
any Client Content to be provided by Client and does not violate
any rights of third parties, including, without limitation,
rights of publicity, privacy, patents, copyrights, trademarks,
trade secrets, and/or licenses.

(b)  Consultant.

Consultant agrees to indemnify, defend, and shall hold harmless
Client, its directors, employees and agents, and defend any
action brought against same with respect to any claim, demand,
cause of action, debt or liability, including reasonable
attorneys' fees, to the extent that such an action arises out of
the gross negligence or willful misconduct of Consultant.

(c)  Notice.

In claiming any indemnification hereunder, the indemnified party
shall promptly provide the indemnifying party with written notice
of any claim, which the indemnified party believes falls within
the scope of the foregoing paragraphs. The indemnified party may,
at its expense, assist in the defense if it so chooses, provided
that the indemnifying party shall control such defense, and all
negotiations relative to the settlement of any such claim. Any
settlement intended to bind the indemnified party shall not be
final without the indemnified party's written consent, which
shall not be unreasonably withheld.

6.  Limitation of Liability.

Consultant shall have no liability with respect to Consultant's
obligations under this Agreement or otherwise for consequential,
exemplary, special, incidental, or punitive damages even if
Consultant has been advised of the possibility of such damages.
In any event, the liability of Consultant to Client for any
reason and upon any cause of action, regardless of the form in
which  the legal or equitable action may be brought, including,
without limitation, any action in tort or contract, shall not
exceed ten percent (10%) of the fee paid by Client to Consultant
for the specific service provided that is in question.

7.  Termination and Renewal.

(a)  Term.

This Agreement shall become effective on the date appearing next
to the signatures below and terminate one (1) year thereafter.
Unless otherwise agreed upon in writing by Consultant and Client,
this Agreement shall not automatically be renewed beyond its Term.

(b)  Termination.

Either party may terminate this Agreement on thirty (30) calendar
days written notice, or if prior to such action, the other party
materially breaches any of its representations, warranties or
obligations under this Agreement. Except as may be otherwise
provided in this Agreement, such breach by either party will
result in the other party being responsible to reimburse the non-
defaulting party for all costs incurred directly as a result of
the breach of this Agreement, and shall be subject to such
damages as may be allowed by law including all attorneys' fees
and costs of enforcing this Agreement.

(c)  Termination and Payment.

Upon any termination or expiration of this Agreement, Client
shall pay all unpaid and outstanding fees through the effective
date of termination or expiration of this Agreement. And upon
such termination, Consultant shall provide and deliver to Client
any and all outstanding services due through the effective date
of this Agreement.

8.  Miscellaneous.

(a)  Independent Contractor.

This Agreement establishes an "independent contractor"
relationship between Consultant and Client.

(b)  Rights Cumulative; Waivers.

The rights of each of the parties under this Agreement are
cumulative.  The rights of each of the parties hereunder shall
not be capable of being waived or varied other than by an express
waiver or variation in writing.  Any failure to exercise or any
delay in exercising any of such rights shall not operate as a
waiver or variation of that or any other such right.  Any
defective or partial exercise of any of such rights shall not
preclude any other or further exercise of that or any other such
right.  No act or course of conduct or negotiation on the part of
any party shall in any way preclude such party from exercising
any such right or constitute a suspension or any variation of any
such right.

(c)  Benefit; Successors Bound.

This Agreement and the terms, covenants, conditions, provisions,
obligations, undertakings, rights, and benefits hereof, shall be
binding upon, and shall inure to the benefit of, the undersigned
parties and their heirs, executors, administrators,
representatives, successors, and permitted assigns.

(d)  Entire Agreement.

This Agreement contains the entire agreement between the parties
with respect to the subject matter hereof.  There are no
promises, agreements, conditions, undertakings, understandings,
warranties, covenants or representations, oral or written,
express or implied, between them with respect to this Agreement
or the matters described in this Agreement, except as set forth
in this Agreement.  Any such negotiations, promises, or
understandings shall not be used to interpret or constitute this
Agreement.

(e)  Assignment.

Neither this Agreement nor any other benefit to accrue hereunder
shall be assigned or transferred by either party, either in whole
or in part, without the written consent of the other party, and
any purported assignment in violation hereof shall be void.

(f)  Amendment.

This Agreement may be amended only by an instrument in writing
executed by all the parties hereto.

(g)  Severability.

Each part of this Agreement is intended to be severable.  In the
event that any provision of this Agreement is found by any court
or other authority of competent jurisdiction to be illegal or
unenforceable, such provision shall be severed or modified to the
extent necessary to render it enforceable and as so severed or
modified, this Agreement shall continue in full force and effect.

(h)  Section Headings.

The Section headings in this Agreement are for reference purposes
only and shall not affect in any way the meaning or
interpretation of this Agreement.

(i)  Construction.

Unless the context otherwise requires, when used herein, the
singular shall be deemed to include the plural, the plural shall
be deemed to include each of the singular, and pronouns of one or
no gender shall be deemed to include the equivalent pronoun of
the other or no gender.

(j)  Further Assurances.

In addition to the instruments and documents to be made, executed
and delivered pursuant to this Agreement, the parties hereto
agree to make, execute and deliver or cause to be made, executed
and delivered, to the requesting party such other instruments and
to take such other actions as the requesting party may reasonably
require to carry out the terms of this Agreement and the
transactions contemplated hereby.

(k)  Notices.

Any notice which is required or desired under this Agreement
shall be given in writing and may be sent by personal delivery or
by mail (either a. United States mail, postage prepaid, or b.
Federal Express or similar generally recognized overnight
carrier), addressed as follows (subject to the right to designate
a different address by notice similarly given):

To Client:

Thomas S. Hughes
eConnect
2500 Via Cabrillo Marina, Suite 112
San Pedro, California 90731

To Consultant:

William West
89 Park Avenue
Caldwell, New Jersey 07006

(l)  Governing Law.

This Agreement shall be governed by the interpreted in accordance
with the laws of the State of California without reference to its
conflicts of laws rules or principles.  Each of the parties
consents to the exclusive jurisdiction of the federal courts of
the State of California in connection with any dispute arising
under this Agreement and hereby waives, to the maximum extent
permitted by law, any objection, including any objection based on
forum non coveniens, to the bringing of any such proceeding in
such jurisdictions.

(m)  Consents.

The person signing this Agreement on behalf of each party hereby
represents and warrants that he has the necessary power, consent
and authority to execute and deliver this Agreement on behalf of
such party.

(n)  Survival of Provisions.

The provisions contained in paragraphs 3, 5, 6, and 8 of this
Agreement shall survive the termination of this Agreement.

(o)  Execution in Counterparts.

This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and all of which
together shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and have agreed to and accepted the terms herein on the
date written above.

eConnect

By :  /s/  Thomas S. Hughes
Thomas S. Hughes, President

William West

/s/  William West

                           EX-4.4

              CONSULTING SERVICES AGREEMENT

This Consulting Services Agreement ("Agreement"), dated March 20,
2001, is made by and between Marc Tow, an individual
("Consultant"), whose address is 3402 Bimini Lane, #3F,  Coconut
Creek, Florida 33066, and eConnect, a Nevada corporation
("Client"), having its principal place of business at 2500 Via
Cabrillo Marina, Suite 112, San Pedro, California 90731.

WHEREAS, Consultant has background and experience with the
divesture of companies;

WHEREAS, Consultant desires to be engaged by Client to provide
information, evaluation and consulting services to the Client in
his areas of knowledge and expertise on the terms and subject to
the conditions set forth herein;

WHEREAS, Client is a publicly held corporation with its common
stock shares trading on the Over the Counter Bulletin Board under
the ticker symbol "ECNC," and desires to further develop its
business and increase it's common stock share's value by
enhancing public awareness of the business of the Client and its
image; and

WHEREAS, Client desires to engage Consultant to provide
information, evaluation and consulting services to the Client in
his areas of knowledge and expertise on the terms and subject to
the conditions set forth herein.

NOW, THEREFORE, in consideration for those services Consultant
provides to Client, the parties agree as follows:

1.  Services of Consultant.

Consultant agrees to work with client as regards the divesture of
eConnect Caribbean into a publicly traded company for the benefit
of the eConnect shareholders.  As such, Consultant will be
providing bona fide services to Client.  The services to be
provided by Consultant will not be in connection with the offer
or sale of securities in a capital-raising transaction, and will
not directly or indirectly promote or maintain a market for
Client's securities.

2.  Consideration.

Client agrees to pay Consultant, as his fee and as consideration
for services provided, five hundred fifty thousand (550,000)
shares of S-8 free trading common stock in Client. Shares are due
and payable immediately upon the effectiveness of the Form S-8
Registration Statement with the U.S. Securities and Exchange
Commission and with any appropriate states securities
administrator.

3.  Confidentiality.

Each party agrees that during the course of this Agreement,
information that is confidential or of a proprietary nature may
be disclosed to the other party, including, but not limited to,
product and business plans, software, technical processes and
formulas, source codes, product designs, sales, costs and other
unpublished financial information, advertising revenues, usage
rates, advertising relationships, projections, and marketing data
("Confidential Information"). Confidential Information shall not
include information that the receiving party can demonstrate (a)
is, as of the time of its disclosure, or thereafter becomes part
of the public domain through a source other than the receiving
party, (b) was known to the receiving party as of the time of its
disclosure, (c) is independently developed by the receiving party,
or (d) is subsequently learned from a third party not under a
confidentiality obligation to the providing party.

4.  Late Payment.

Client shall pay to Consultant all fees within fifteen (15) days
of the due date. Failure of Client to finally pay any fees within
fifteen (15) days after the applicable due date shall be deemed a
material breach of this Agreement, justifying suspension of the
performance of the "Services" provided by Consultant, will be
sufficient cause for immediate termination of this Agreement by
Consultant. Any such suspension will in no way relieve Client
from payment of fees, and, in the event of collection
enforcement, Client shall be liable for any costs associated with
such collection, including, but not limited to, legal costs,
attorneys' fees, courts costs, and collection agency fees.

5.  Indemnification.

(a)  Client.

Client agrees to indemnify, defend, and shall hold harmless
Consultant and /or his agents, and to defend any action brought
against said parties with respect to any claim, demand, cause of
action, debt or liability, including reasonable attorneys' fees
to the extent that such action is based upon a claim that: (i) is
true, (ii) would constitute a breach of any of Client's
representations, warranties, or agreements hereunder, or (iii)
arises out of the negligence or willful misconduct of Client, or
any Client Content to be provided by Client and does not violate
any rights of third parties, including, without limitation,
rights of publicity, privacy, patents, copyrights, trademarks,
trade secrets, and/or licenses.

(b)  Consultant.

Consultant agrees to indemnify, defend, and shall hold harmless
Client, its directors, employees and agents, and defend any
action brought against same with respect to any claim, demand,
cause of action, debt or liability, including reasonable
attorneys' fees, to the extent that such an action arises out of
the gross negligence or willful misconduct of Consultant.

(c)  Notice.

In claiming any indemnification hereunder, the indemnified party
shall promptly provide the indemnifying party with written notice
of any claim, which the indemnified party believes falls within
the scope of the foregoing paragraphs. The indemnified party may,
at its expense, assist in the defense if it so chooses, provided
that the indemnifying party shall control such defense, and all
negotiations relative to the settlement of any such claim. Any
settlement intended to bind the indemnified party shall not be
final without the indemnified party's written consent, which
shall not be unreasonably withheld.

6.  Limitation of Liability.

Consultant shall have no liability with respect to Consultant's
obligations under this Agreement or otherwise for consequential,
exemplary, special, incidental, or punitive damages even if
Consultant has been advised of the possibility of such damages.
In any event, the liability of Consultant to Client for any
reason and upon any cause of action, regardless of the form in
which  the legal or equitable action may be brought, including,
without limitation, any action in tort or contract, shall not
exceed ten percent (10%) of the fee paid by Client to Consultant
for the specific service provided that is in question.

7.  Termination and Renewal.

(a)  Term.

This Agreement shall become effective on the date appearing next
to the signatures below and terminate one (1) year thereafter.
Unless otherwise agreed upon in writing by Consultant and Client,
this Agreement shall not automatically be renewed beyond its
Term.

(b)  Termination.

Either party may terminate this Agreement on thirty (30) calendar
days written notice, or if prior to such action, the other party
materially breaches any of its representations, warranties or
obligations under this Agreement. Except as may be otherwise
provided in this Agreement, such breach by either party will
result in the other party being responsible to reimburse the non-
defaulting party for all costs incurred directly as a result of
the breach of this Agreement, and shall be subject to such
damages as may be allowed by law including all attorneys' fees
and costs of enforcing this Agreement.

(c)  Termination and Payment.

Upon any termination or expiration of this Agreement, Client
shall pay all unpaid and outstanding fees through the effective
date of termination or expiration of this Agreement. And upon
such termination, Consultant shall provide and deliver to Client
any and all outstanding services due through the effective date
of this Agreement.

8.  Miscellaneous.

(a)  Independent Contractor.

This Agreement establishes an "independent contractor"
relationship between Consultant and Client.

(b)  Rights Cumulative; Waivers.

The rights of each of the parties under this Agreement are
cumulative.  The rights of each of the parties hereunder shall
not be capable of being waived or varied other than by an express
waiver or variation in writing.  Any failure to exercise or any
delay in exercising any of such rights shall not operate as a
waiver or variation of that or any other such right.  Any
defective or partial exercise of any of such rights shall not
preclude any other or further exercise of that or any other such
right.  No act or course of conduct or negotiation on the part of
any party shall in any way preclude such party from exercising
any such right or constitute a suspension or any variation of any
such right.

(c)  Benefit; Successors Bound.

This Agreement and the terms, covenants, conditions, provisions,
obligations, undertakings, rights, and benefits hereof, shall be
binding upon, and shall inure to the benefit of, the undersigned
parties and their heirs, executors, administrators,
representatives, successors, and permitted assigns.

(d)  Entire Agreement.

This Agreement contains the entire agreement between the parties
with respect to the subject matter hereof.  There are no
promises, agreements, conditions, undertakings, understandings,
warranties, covenants or representations, oral or written,
express or implied, between them with respect to this Agreement
or the matters described in this Agreement, except as set forth
in this Agreement.  Any such negotiations, promises, or
understandings shall not be used to interpret or constitute this
Agreement.

(e)  Assignment.

Neither this Agreement nor any other benefit to accrue hereunder
shall be assigned or transferred by either party, either in whole
or in part, without the written consent of the other party, and
any purported assignment in violation hereof shall be void.

(f)  Amendment.

This Agreement may be amended only by an instrument in writing
executed by all the parties hereto.

(g)  Severability.

Each part of this Agreement is intended to be severable.  In the
event that any provision of this Agreement is found by any court
or other authority of competent jurisdiction to be illegal or
unenforceable, such provision shall be severed or modified to the
extent necessary to render it enforceable and as so severed or
modified, this Agreement shall continue in full force and effect.

(h)  Section Headings.

The Section headings in this Agreement are for reference purposes
only and shall not affect in any way the meaning or
interpretation of this Agreement.

(i)  Construction.

Unless the context otherwise requires, when used herein, the
singular shall be deemed to include the plural, the plural shall
be deemed to include each of the singular, and pronouns of one or
no gender shall be deemed to include the equivalent pronoun of
the other or no gender.

(j)  Further Assurances.

In addition to the instruments and documents to be made, executed
and delivered pursuant to this Agreement, the parties hereto
agree to make, execute and deliver or cause to be made, executed
and delivered, to the requesting party such other instruments and
to take such other actions as the requesting party may reasonably
require to carry out the terms of this Agreement and the
transactions contemplated hereby.

(k)  Notices.

Any notice which is required or desired under this Agreement
shall be given in writing and may be sent by personal delivery or
by mail (either a. United States mail, postage prepaid, or b.
Federal Express or similar generally recognized overnight
carrier), addressed as follows (subject to the right to designate
a different address by notice similarly given):

To Client:

Thomas S. Hughes
eConnect
2500 Via Cabrillo Marina, Suite 112
San Pedro, California 90731

To Consultant:

Marc Tow
3402 Bimini Lane, #3F
Coconut Creek, Florida 33066

(l)  Governing Law.

This Agreement shall be governed by the interpreted in accordance
with the laws of the State of California without reference to its
conflicts of laws rules or principles.  Each of the parties
consents to the exclusive jurisdiction of the federal courts of
the State of California in connection with any dispute arising
under this Agreement and hereby waives, to the maximum extent
permitted by law, any objection, including any objection based on
forum non coveniens, to the bringing of any such proceeding in
such jurisdictions.

(m)  Consents.

The person signing this Agreement on behalf of each party hereby
represents and warrants that he has the necessary power, consent
and authority to execute and deliver this Agreement on behalf of
such party.

(n)  Survival of Provisions.

The provisions contained in paragraphs 3, 5, 6, and 8 of this
Agreement shall survive the termination of this Agreement.

(o)  Execution in Counterparts.

This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and all of which
together shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and have agreed to and accepted the terms herein on the
date written above.

eConnect

By :  /s/  Thomas S. Hughes
Thomas S. Hughes, President

Marc Tow

/s/  Marc Tow

                             EX-4.5

                 CONSULTING SERVICES AGREEMENT

This Consulting Services Agreement ("Agreement"), dated March 20,
2001, is made by and between Felix Campos, an individual
("Consultant"), whose address is 10224 Vestil Court, Coral
Springs, Florida 33071, and eConnect, a Nevada corporation
("Client"), having its principal place of business at 2500 Via
Cabrillo Marina, Suite 112, San Pedro, California 90731.

WHEREAS, Consultant has background and experience with the
divesture of companies;

WHEREAS, Consultant desires to be engaged by Client to provide
information, evaluation and consulting services to the Client in
his areas of knowledge and expertise on the terms and subject to
the conditions set forth herein;

WHEREAS, Client is a publicly held corporation with its common
stock shares trading on the Over the Counter Bulletin Board under
the ticker symbol "ECNC," and desires to further develop its
business and increase it's common stock share's value by
enhancing public awareness of the business of the Client and its
image; and

WHEREAS, Client desires to engage Consultant to provide
information, evaluation and consulting services to the Client in
his areas of knowledge and expertise on the terms and subject to
the conditions set forth herein.

NOW, THEREFORE, in consideration for those services Consultant
provides to Client, the parties agree as follows:

1.  Services of Consultant.

Consultant agrees to work with client as regards the divesture of
eConnect Caribbean into a publicly traded company for the benefit
of the eConnect shareholders.  As such, Consultant will be
providing bona fide services to Client.  The services to be
provided by Consultant will not be in connection with the offer
or sale of securities in a capital-raising transaction, and will
not directly or indirectly promote or maintain a market for
Client's securities.

2.  Consideration.

Client agrees to pay Consultant, as his fee and as consideration
for services provided, one million two hundred fifty thousand
(1,250,000) shares of S-8 free trading common stock in Client.
Shares are due and payable immediately upon the effectiveness of
the Form S-8 Registration Statement with the U.S. Securities and
Exchange Commission and with any appropriate states securities
administrator.

3.  Confidentiality.

Each party agrees that during the course of this Agreement,
information that is confidential or of a proprietary nature may
be disclosed to the other party, including, but not limited to,
product and business plans, software, technical processes and
formulas, source codes, product designs, sales, costs and other
unpublished financial information, advertising revenues, usage
rates, advertising relationships, projections, and marketing data
("Confidential Information"). Confidential Information shall not
include information that the receiving party can demonstrate (a)
is, as of the time of its disclosure, or thereafter becomes part
of the public domain through a source other than the receiving
party, (b) was known to the receiving party as of the time of its
disclosure, (c) is independently developed by the receiving party,
or (d) is subsequently learned from a third party not under a
confidentiality obligation to the providing party.

4.  Late Payment.

Client shall pay to Consultant all fees within fifteen (15) days
of the due date. Failure of Client to finally pay any fees within
fifteen (15) days after the applicable due date shall be deemed a
material breach of this Agreement, justifying suspension of the
performance of the "Services" provided by Consultant, will be
sufficient cause for immediate termination of this Agreement by
Consultant. Any such suspension will in no way relieve Client
from payment of fees, and, in the event of collection
enforcement, Client shall be liable for any costs associated with
such collection, including, but not limited to, legal costs,
attorneys' fees, courts costs, and collection agency fees.

5.  Indemnification.

(a)  Client.

Client agrees to indemnify, defend, and shall hold harmless
Consultant and /or his agents, and to defend any action brought
against said parties with respect to any claim, demand, cause of
action, debt or liability, including reasonable attorneys' fees
to the extent that such action is based upon a claim that: (i) is
true, (ii) would constitute a breach of any of Client's
representations, warranties, or agreements hereunder, or (iii)
arises out of the negligence or willful misconduct of Client, or
any Client Content to be provided by Client and does not violate
any rights of third parties, including, without limitation,
rights of publicity, privacy, patents, copyrights, trademarks,
trade secrets, and/or licenses.

(b)  Consultant.

Consultant agrees to indemnify, defend, and shall hold harmless
Client, its directors, employees and agents, and defend any
action brought against same with respect to any claim, demand,
cause of action, debt or liability, including reasonable
attorneys' fees, to the extent that such an action arises out of
the gross negligence or willful misconduct of Consultant.

(c)  Notice.

In claiming any indemnification hereunder, the indemnified party
shall promptly provide the indemnifying party with written notice
of any claim, which the indemnified party believes falls within
the scope of the foregoing paragraphs. The indemnified party may,
at its expense, assist in the defense if it so chooses, provided
that the indemnifying party shall control such defense, and all
negotiations relative to the settlement of any such claim. Any
settlement intended to bind the indemnified party shall not be
final without the indemnified party's written consent, which
shall not be unreasonably withheld.

6.  Limitation of Liability.

Consultant shall have no liability with respect to Consultant's
obligations under this Agreement or otherwise for consequential,
exemplary, special, incidental, or punitive damages even if
Consultant has been advised of the possibility of such damages.
In any event, the liability of Consultant to Client for any
reason and upon any cause of action, regardless of the form in
which  the legal or equitable action may be brought, including,
without limitation, any action in tort or contract, shall not
exceed ten percent (10%) of the fee paid by Client to Consultant
for the specific service provided that is in question.

7.  Termination and Renewal.

(a)  Term.

This Agreement shall become effective on the date appearing next
to the signatures below and terminate one (1) year thereafter.
Unless otherwise agreed upon in writing by Consultant and Client,
this Agreement shall not automatically be renewed beyond its Term.

(b)  Termination.

Either party may terminate this Agreement on thirty (30) calendar
days written notice, or if prior to such action, the other party
materially breaches any of its representations, warranties or
obligations under this Agreement. Except as may be otherwise
provided in this Agreement, such breach by either party will
result in the other party being responsible to reimburse the non-
defaulting party for all costs incurred directly as a result of
the breach of this Agreement, and shall be subject to such
damages as may be allowed by law including all attorneys' fees
and costs of enforcing this Agreement.

(c)  Termination and Payment.

Upon any termination or expiration of this Agreement, Client
shall pay all unpaid and outstanding fees through the effective
date of termination or expiration of this Agreement. And upon
such termination, Consultant shall provide and deliver to Client
any and all outstanding services due through the effective date
of this Agreement.

8.  Miscellaneous.

(a)  Independent Contractor.

This Agreement establishes an "independent contractor"
relationship between Consultant and Client.

(b)  Rights Cumulative; Waivers.

The rights of each of the parties under this Agreement are
cumulative.  The rights of each of the parties hereunder shall
not be capable of being waived or varied other than by an express
waiver or variation in writing.  Any failure to exercise or any
delay in exercising any of such rights shall not operate as a
waiver or variation of that or any other such right.  Any
defective or partial exercise of any of such rights shall not
preclude any other or further exercise of that or any other such
right.  No act or course of conduct or negotiation on the part of
any party shall in any way preclude such party from exercising
any such right or constitute a suspension or any variation of any
such right.

(c)  Benefit; Successors Bound.

This Agreement and the terms, covenants, conditions, provisions,
obligations, undertakings, rights, and benefits hereof, shall be
binding upon, and shall inure to the benefit of, the undersigned
parties and their heirs, executors, administrators,
representatives, successors, and permitted assigns.

(d)  Entire Agreement.

This Agreement contains the entire agreement between the parties
with respect to the subject matter hereof.  There are no
promises, agreements, conditions, undertakings, understandings,
warranties, covenants or representations, oral or written,
express or implied, between them with respect to this Agreement
or the matters described in this Agreement, except as set forth
in this Agreement.  Any such negotiations, promises, or
understandings shall not be used to interpret or constitute this
Agreement.

(e)  Assignment.

Neither this Agreement nor any other benefit to accrue hereunder
shall be assigned or transferred by either party, either in whole
or in part, without the written consent of the other party, and
any purported assignment in violation hereof shall be void.

(f)  Amendment.

This Agreement may be amended only by an instrument in writing
executed by all the parties hereto.

(g)  Severability.

Each part of this Agreement is intended to be severable.  In the
event that any provision of this Agreement is found by any court
or other authority of competent jurisdiction to be illegal or
unenforceable, such provision shall be severed or modified to the
extent necessary to render it enforceable and as so severed or
modified, this Agreement shall continue in full force and effect.

(h)  Section Headings.

The Section headings in this Agreement are for reference purposes
only and shall not affect in any way the meaning or
interpretation of this Agreement.

(i)  Construction.

Unless the context otherwise requires, when used herein, the
singular shall be deemed to include the plural, the plural shall
be deemed to include each of the singular, and pronouns of one or
no gender shall be deemed to include the equivalent pronoun of
the other or no gender.

(j)  Further Assurances.

In addition to the instruments and documents to be made, executed
and delivered pursuant to this Agreement, the parties hereto
agree to make, execute and deliver or cause to be made, executed
and delivered, to the requesting party such other instruments and
to take such other actions as the requesting party may reasonably
require to carry out the terms of this Agreement and the
transactions contemplated hereby.

(k)  Notices.

Any notice which is required or desired under this Agreement
shall be given in writing and may be sent by personal delivery or
by mail (either a. United States mail, postage prepaid, or b.
Federal Express or similar generally recognized overnight
carrier), addressed as follows (subject to the right to designate
a different address by notice similarly given):

To Client:

Thomas S. Hughes
eConnect
2500 Via Cabrillo Marina, Suite 112
San Pedro, California 90731

To Consultant:

Felix Campos
10224 Vestil Court
Coral Springs, Florida 33071

(l)  Governing Law.

This Agreement shall be governed by the interpreted in accordance
with the laws of the State of California without reference to its
conflicts of laws rules or principles.  Each of the parties
consents to the exclusive jurisdiction of the federal courts of
the State of California in connection with any dispute arising
under this Agreement and hereby waives, to the maximum extent
permitted by law, any objection, including any objection based on
forum non coveniens, to the bringing of any such proceeding in
such jurisdictions.

(m)  Consents.

The person signing this Agreement on behalf of each party hereby
represents and warrants that he has the necessary power, consent
and authority to execute and deliver this Agreement on behalf of
such party.

(n)  Survival of Provisions.

The provisions contained in paragraphs 3, 5, 6, and 8 of this
Agreement shall survive the termination of this Agreement.

(o)  Execution in Counterparts.

This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and all of which
together shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and have agreed to and accepted the terms herein on the
date written above.

eConnect

By :  /s/  Thomas S. Hughes
Thomas S. Hughes, President

Felix Campos

/s/  Felix Campos

                            EX-4.6

                CONSULTING SERVICES AGREEMENT

This Consulting Services Agreement ("Agreement"), dated March 20,
2001, is made by and between Marc Christ, an individual
("Consultant"), whose address is 3402 Bimini Lane, #3F, Coconut
Creek, Florida 33066, and eConnect, a Nevada corporation
("Client"), having its principal place of business at 2500 Via
Cabrillo Marina, Suite 112, San Pedro, California 90731.

WHEREAS, Consultant has background and experience with the
divesture of companies;

WHEREAS, Consultant desires to be engaged by Client to provide
information, evaluation and consulting services to the Client in
his areas of knowledge and expertise on the terms and subject to
the conditions set forth herein;

WHEREAS, Client is a publicly held corporation with its common
stock shares trading on the Over the Counter Bulletin Board under
the ticker symbol "ECNC," and desires to further develop its
business and increase it's common stock share's value by
enhancing public awareness of the business of the Client and its
image; and

WHEREAS, Client desires to engage Consultant to provide
information, evaluation and consulting services to the Client in
his areas of knowledge and expertise on the terms and subject to
the conditions set forth herein.

NOW, THEREFORE, in consideration for those services Consultant
provides to Client, the parties agree as follows:

1.  Services of Consultant.

Consultant agrees to perform for Client all necessary services
required to identify and develop eCashPad ATM card with PIN
instant cash payments to brokerage firms with the target of
clearance of PERFECT industry specialty ATM card with PIN instant
cash payments. As such, Consultant will be providing bona fide
services to Client. Consultant will further provide offers, by
all parties, to Client to initiate Client's PERFECT industry to
interface with the wireless industry  and the securities
industry.  As such, Consultant will be providing bona fide
services to Client.  The services to be provided by Consultant
will not be in connection with the offer or sale of securities in
a capital-raising transaction, and will not directly or
indirectly promote or maintain a market for Client's securities.

2.  Consideration.

Client agrees to pay Consultant, as his fee and as consideration
for services provided, nine hundred fifty thousand (950,000) shares of
S-8 free trading common stock in Client. Shares are due and
payable immediately upon the effectiveness of the Form S-8
Registration Statement with the U.S. Securities and Exchange
Commission and with any appropriate states securities administrator.

3.  Confidentiality.

Each party agrees that during the course of this Agreement,
information that is confidential or of a proprietary nature may
be disclosed to the other party, including, but not limited to,
product and business plans, software, technical processes and
formulas, source codes, product designs, sales, costs and other
unpublished financial information, advertising revenues, usage
rates, advertising relationships, projections, and marketing data
("Confidential Information"). Confidential Information shall not
include information that the receiving party can demonstrate (a)
is, as of the time of its disclosure, or thereafter becomes part
of the public domain through a source other than the receiving
party, (b) was known to the receiving party as of the time of its
disclosure, (c) is independently developed by the receiving party,
or (d) is subsequently learned from a third party not under a
confidentiality obligation to the providing party.

4.  Late Payment.

Client shall pay to Consultant all fees within fifteen (15) days
of the due date. Failure of Client to finally pay any fees within
fifteen (15) days after the applicable due date shall be deemed a
material breach of this Agreement, justifying suspension of the
performance of the "Services" provided by Consultant, will be
sufficient cause for immediate termination of this Agreement by
Consultant. Any such suspension will in no way relieve Client
from payment of fees, and, in the event of collection
enforcement, Client shall be liable for any costs associated with
such collection, including, but not limited to, legal costs,
attorneys' fees, courts costs, and collection agency fees.

5.  Indemnification.

(a)  Client.

Client agrees to indemnify, defend, and shall hold harmless
Consultant and /or his agents, and to defend any action brought
against said parties with respect to any claim, demand, cause of
action, debt or liability, including reasonable attorneys' fees
to the extent that such action is based upon a claim that: (i) is
true, (ii) would constitute a breach of any of Client's
representations, warranties, or agreements hereunder, or (iii)
arises out of the negligence or willful misconduct of Client, or
any Client Content to be provided by Client and does not violate
any rights of third parties, including, without limitation,
rights of publicity, privacy, patents, copyrights, trademarks,
trade secrets, and/or licenses.

(b)  Consultant.

Consultant agrees to indemnify, defend, and shall hold harmless
Client, its directors, employees and agents, and defend any
action brought against same with respect to any claim, demand,
cause of action, debt or liability, including reasonable
attorneys' fees, to the extent that such an action arises out of
the gross negligence or willful misconduct of Consultant.

(c)  Notice.

In claiming any indemnification hereunder, the indemnified party
shall promptly provide the indemnifying party with written notice
of any claim, which the indemnified party believes falls within
the scope of the foregoing paragraphs. The indemnified party may,
at its expense, assist in the defense if it so chooses, provided
that the indemnifying party shall control such defense, and all
negotiations relative to the settlement of any such claim. Any
settlement intended to bind the indemnified party shall not be
final without the indemnified party's written consent, which
shall not be unreasonably withheld.

6.  Limitation of Liability.

Consultant shall have no liability with respect to Consultant's
obligations under this Agreement or otherwise for consequential,
exemplary, special, incidental, or punitive damages even if
Consultant has been advised of the possibility of such damages.
In any event, the liability of Consultant to Client for any
reason and upon any cause of action, regardless of the form in
which  the legal or equitable action may be brought, including,
without limitation, any action in tort or contract, shall not
exceed ten percent (10%) of the fee paid by Client to Consultant
for the specific service provided that is in question.

7.  Termination and Renewal.

(a)  Term.

This Agreement shall become effective on the date appearing next
to the signatures below and terminate one (1) year thereafter.
Unless otherwise agreed upon in writing by Consultant and Client,
this Agreement shall not automatically be renewed beyond its Term.

(b)  Termination.

Either party may terminate this Agreement on thirty (30) calendar
days written notice, or if prior to such action, the other party
materially breaches any of its representations, warranties or
obligations under this Agreement. Except as may be otherwise
provided in this Agreement, such breach by either party will
result in the other party being responsible to reimburse the non-
defaulting party for all costs incurred directly as a result of
the breach of this Agreement, and shall be subject to such
damages as may be allowed by law including all attorneys' fees
and costs of enforcing this Agreement.

(c)  Termination and Payment.

Upon any termination or expiration of this Agreement, Client
shall pay all unpaid and outstanding fees through the effective
date of termination or expiration of this Agreement. And upon
such termination, Consultant shall provide and deliver to Client
any and all outstanding services due through the effective date
of this Agreement.

8.  Miscellaneous.

(a)  Independent Contractor.

This Agreement establishes an "independent contractor"
relationship between Consultant and Client.

(b)  Rights Cumulative; Waivers.

The rights of each of the parties under this Agreement are
cumulative.  The rights of each of the parties hereunder shall
not be capable of being waived or varied other than by an express
waiver or variation in writing.  Any failure to exercise or any
delay in exercising any of such rights shall not operate as a
waiver or variation of that or any other such right.  Any
defective or partial exercise of any of such rights shall not
preclude any other or further exercise of that or any other such
right.  No act or course of conduct or negotiation on the part of
any party shall in any way preclude such party from exercising
any such right or constitute a suspension or any variation of any
such right.

(c)  Benefit; Successors Bound.

This Agreement and the terms, covenants, conditions, provisions,
obligations, undertakings, rights, and benefits hereof, shall be
binding upon, and shall inure to the benefit of, the undersigned
parties and their heirs, executors, administrators,
representatives, successors, and permitted assigns.

(d)  Entire Agreement.

This Agreement contains the entire agreement between the parties
with respect to the subject matter hereof.  There are no
promises, agreements, conditions, undertakings, understandings,
warranties, covenants or representations, oral or written,
express or implied, between them with respect to this Agreement
or the matters described in this Agreement, except as set forth
in this Agreement.  Any such negotiations, promises, or
understandings shall not be used to interpret or constitute this
Agreement.

(e)  Assignment.

Neither this Agreement nor any other benefit to accrue hereunder
shall be assigned or transferred by either party, either in whole
or in part, without the written consent of the other party, and
any purported assignment in violation hereof shall be void.

(f)  Amendment.

This Agreement may be amended only by an instrument in writing
executed by all the parties hereto.

(g)  Severability.

Each part of this Agreement is intended to be severable.  In the
event that any provision of this Agreement is found by any court
or other authority of competent jurisdiction to be illegal or
unenforceable, such provision shall be severed or modified to the
extent necessary to render it enforceable and as so severed or
modified, this Agreement shall continue in full force and effect.

(h)  Section Headings.

The Section headings in this Agreement are for reference purposes
only and shall not affect in any way the meaning or
interpretation of this Agreement.

(i)  Construction.

Unless the context otherwise requires, when used herein, the
singular shall be deemed to include the plural, the plural shall
be deemed to include each of the singular, and pronouns of one or
no gender shall be deemed to include the equivalent pronoun of
the other or no gender.

(j)  Further Assurances.

In addition to the instruments and documents to be made, executed
and delivered pursuant to this Agreement, the parties hereto
agree to make, execute and deliver or cause to be made, executed
and delivered, to the requesting party such other instruments and
to take such other actions as the requesting party may reasonably
require to carry out the terms of this Agreement and the
transactions contemplated hereby.

(k)  Notices.

Any notice which is required or desired under this Agreement
shall be given in writing and may be sent by personal delivery or
by mail (either a. United States mail, postage prepaid, or b.
Federal Express or similar generally recognized overnight
carrier), addressed as follows (subject to the right to designate
a different address by notice similarly given):

To Client:

Thomas S. Hughes
eConnect
2500 Via Cabrillo Marina, Suite 112
San Pedro, California 90731

To Consultant:

Marc Christ
3402 Bimini Lane, #3F
Coconut Creek, Florida 33066

(l)  Governing Law.

This Agreement shall be governed by the interpreted in accordance
with the laws of the State of California without reference to its
conflicts of laws rules or principles.  Each of the parties
consents to the exclusive jurisdiction of the federal courts of
the State of California in connection with any dispute arising
under this Agreement and hereby waives, to the maximum extent
permitted by law, any objection, including any objection based on
forum non coveniens, to the bringing of any such proceeding in
such jurisdictions.

(m)  Consents.

The person signing this Agreement on behalf of each party hereby
represents and warrants that he has the necessary power, consent
and authority to execute and deliver this Agreement on behalf of
such party.

(n)  Survival of Provisions.

The provisions contained in paragraphs 3, 5, 6, and 8 of this
Agreement shall survive the termination of this Agreement.

(o)  Execution in Counterparts.

This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and all of which
together shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and have agreed to and accepted the terms herein on the
date written above.

eConnect

By :  /s/  Thomas S. Hughes
Thomas S. Hughes, President

Marc Christ

/s/  Marc Christ

                            EX-4.7

                CONSULTING SERVICES AGREEMENT

This Consulting Services Agreement ("Agreement"), dated March 20,
2001, is made by and between Thomas A. Sandelier, an individual
("Consultant"), whose address is 980 South Lake Sterling Court,
Casselberry, Florida 32707, and eConnect, a Nevada corporation
("Client"), having its principal place of business at 2500 Via
Cabrillo Marina, Suite 112, San Pedro, California 90731.

WHEREAS, Consultant has extensive background with currency
exchange;

WHEREAS, Consultant desires to be engaged by Client to provide
information, evaluation and consulting services to the Client in
his areas of knowledge and expertise on the terms and subject to
the conditions set forth herein;

WHEREAS, Client is a publicly held corporation with its common
stock shares trading on the Over the Counter Bulletin Board under
the ticker symbol "ECNC," and desires to further develop its
business and increase it's common stock share's value by
enhancing public awareness of the business of the Client and its
image; and

WHEREAS, Client desires to engage Consultant to provide
information, evaluation and consulting services to the Client in
his areas of knowledge and expertise on the terms and subject to
the conditions set forth herein.

NOW, THEREFORE, in consideration for those services Consultant
provides to Client, the parties agree as follows:

1.  Services of Consultant.

Consultant agrees to develop the business of the client for
participation in currency exchange between the United States and
other countries whereby the eCashPad is being used to effect cash
transfers by ATM card with PIN entry using the Internet as the
medium.  As such, Consultant will be providing bona fide services
to Client.  The services to be provided by Consultant will not be
in connection with the offer or sale of securities in a capital-
raising transaction, and will not directly or indirectly promote
or maintain a market for Client's securities.

2.  Consideration.

Client agrees to pay Consultant, as his fee and as consideration
for services provided, two hundred thousand (200,000) shares of
S-8 free trading common stock in Client. Shares are due and
payable immediately upon the effectiveness of the Form S-8
Registration Statement with the U.S. Securities and Exchange
Commission and with any appropriate states securities
administrator.

3.  Confidentiality.

Each party agrees that during the course of this Agreement,
information that is confidential or of a proprietary nature may
be disclosed to the other party, including, but not limited to,
product and business plans, software, technical processes and
formulas, source codes, product designs, sales, costs and other
unpublished financial information, advertising revenues, usage
rates, advertising relationships, projections, and marketing data
("Confidential Information"). Confidential Information shall not
include information that the receiving party can demonstrate (a)
is, as of the time of its disclosure, or thereafter becomes part
of the public domain through a source other than the receiving
party, (b) was known to the receiving party as of the time of its
disclosure, (c) is independently developed by the receiving party,
or (d) is subsequently learned from a third party not under a
confidentiality obligation to the providing party.

4.  Late Payment.

Client shall pay to Consultant all fees within fifteen (15) days
of the due date. Failure of Client to finally pay any fees within
fifteen (15) days after the applicable due date shall be deemed a
material breach of this Agreement, justifying suspension of the
performance of the "Services" provided by Consultant, will be
sufficient cause for immediate termination of this Agreement by
Consultant. Any such suspension will in no way relieve Client
from payment of fees, and, in the event of collection
enforcement, Client shall be liable for any costs associated with
such collection, including, but not limited to, legal costs,
attorneys' fees, courts costs, and collection agency fees.

5.  Indemnification.

(a)  Client.

Client agrees to indemnify, defend, and shall hold harmless
Consultant and /or his agents, and to defend any action brought
against said parties with respect to any claim, demand, cause of
action, debt or liability, including reasonable attorneys' fees
to the extent that such action is based upon a claim that: (i) is
true, (ii) would constitute a breach of any of Client's
representations, warranties, or agreements hereunder, or (iii)
arises out of the negligence or willful misconduct of Client, or
any Client Content to be provided by Client and does not violate
any rights of third parties, including, without limitation,
rights of publicity, privacy, patents, copyrights, trademarks,
trade secrets, and/or licenses.

(b)  Consultant.

Consultant agrees to indemnify, defend, and shall hold harmless
Client, its directors, employees and agents, and defend any
action brought against same with respect to any claim, demand,
cause of action, debt or liability, including reasonable
attorneys' fees, to the extent that such an action arises out of
the gross negligence or willful misconduct of Consultant.

(c)  Notice.

In claiming any indemnification hereunder, the indemnified party
shall promptly provide the indemnifying party with written notice
of any claim, which the indemnified party believes falls within
the scope of the foregoing paragraphs. The indemnified party may,
at its expense, assist in the defense if it so chooses, provided
that the indemnifying party shall control such defense, and all
negotiations relative to the settlement of any such claim. Any
settlement intended to bind the indemnified party shall not be
final without the indemnified party's written consent, which
shall not be unreasonably withheld.

6.  Limitation of Liability.

Consultant shall have no liability with respect to Consultant's
obligations under this Agreement or otherwise for consequential,
exemplary, special, incidental, or punitive damages even if
Consultant has been advised of the possibility of such damages.
In any event, the liability of Consultant to Client for any
reason and upon any cause of action, regardless of the form in
which  the legal or equitable action may be brought, including,
without limitation, any action in tort or contract, shall not
exceed ten percent (10%) of the fee paid by Client to Consultant
for the specific service provided that is in question.

7.  Termination and Renewal.

(a)  Term.

This Agreement shall become effective on the date appearing next
to the signatures below and terminate one (1) year thereafter.
Unless otherwise agreed upon in writing by Consultant and Client,
this Agreement shall not automatically be renewed beyond its Term.

(b)  Termination.

Either party may terminate this Agreement on thirty (30) calendar
days written notice, or if prior to such action, the other party
materially breaches any of its representations, warranties or
obligations under this Agreement. Except as may be otherwise
provided in this Agreement, such breach by either party will
result in the other party being responsible to reimburse the non-
defaulting party for all costs incurred directly as a result of
the breach of this Agreement, and shall be subject to such
damages as may be allowed by law including all attorneys' fees
and costs of enforcing this Agreement.

(c)  Termination and Payment.

Upon any termination or expiration of this Agreement, Client
shall pay all unpaid and outstanding fees through the effective
date of termination or expiration of this Agreement. And upon
such termination, Consultant shall provide and deliver to Client
any and all outstanding services due through the effective date
of this Agreement.

8.  Miscellaneous.

(a)  Independent Contractor.

This Agreement establishes an "independent contractor"
relationship between Consultant and Client.

(b)  Rights Cumulative; Waivers.

The rights of each of the parties under this Agreement are
cumulative.  The rights of each of the parties hereunder shall
not be capable of being waived or varied other than by an express
waiver or variation in writing.  Any failure to exercise or any
delay in exercising any of such rights shall not operate as a
waiver or variation of that or any other such right.  Any
defective or partial exercise of any of such rights shall not
preclude any other or further exercise of that or any other such
right.  No act or course of conduct or negotiation on the part of
any party shall in any way preclude such party from exercising
any such right or constitute a suspension or any variation of any
such right.

(c)  Benefit; Successors Bound.

This Agreement and the terms, covenants, conditions, provisions,
obligations, undertakings, rights, and benefits hereof, shall be
binding upon, and shall inure to the benefit of, the undersigned
parties and their heirs, executors, administrators,
representatives, successors, and permitted assigns.

(d)  Entire Agreement.

This Agreement contains the entire agreement between the parties
with respect to the subject matter hereof.  There are no
promises, agreements, conditions, undertakings, understandings,
warranties, covenants or representations, oral or written,
express or implied, between them with respect to this Agreement
or the matters described in this Agreement, except as set forth
in this Agreement.  Any such negotiations, promises, or
understandings shall not be used to interpret or constitute this
Agreement.

(e)  Assignment.

Neither this Agreement nor any other benefit to accrue hereunder
shall be assigned or transferred by either party, either in whole
or in part, without the written consent of the other party, and
any purported assignment in violation hereof shall be void.

(f)  Amendment.

This Agreement may be amended only by an instrument in writing
executed by all the parties hereto.

(g)  Severability.

Each part of this Agreement is intended to be severable.  In the
event that any provision of this Agreement is found by any court
or other authority of competent jurisdiction to be illegal or
unenforceable, such provision shall be severed or modified to the
extent necessary to render it enforceable and as so severed or
modified, this Agreement shall continue in full force and effect.

(h)  Section Headings.

The Section headings in this Agreement are for reference purposes
only and shall not affect in any way the meaning or
interpretation of this Agreement.

(i)  Construction.

Unless the context otherwise requires, when used herein, the
singular shall be deemed to include the plural, the plural shall
be deemed to include each of the singular, and pronouns of one or
no gender shall be deemed to include the equivalent pronoun of
the other or no gender.

(j)  Further Assurances.

In addition to the instruments and documents to be made, executed
and delivered pursuant to this Agreement, the parties hereto
agree to make, execute and deliver or cause to be made, executed
and delivered, to the requesting party such other instruments and
to take such other actions as the requesting party may reasonably
require to carry out the terms of this Agreement and the
transactions contemplated hereby.

(k)  Notices.

Any notice which is required or desired under this Agreement
shall be given in writing and may be sent by personal delivery or
by mail (either a. United States mail, postage prepaid, or b.
Federal Express or similar generally recognized overnight
carrier), addressed as follows (subject to the right to designate
a different address by notice similarly given):

To Client:

Thomas S. Hughes
eConnect
2500 Via Cabrillo Marina, Suite 112
San Pedro, California 90731

To Consultant:

Thomas A. Sandelier
980 South Lake Sterling Court
Casselberry, Florida 32707

(l)  Governing Law.

This Agreement shall be governed by the interpreted in accordance
with the laws of the State of California without reference to its
conflicts of laws rules or principles.  Each of the parties
consents to the exclusive jurisdiction of the federal courts of
the State of California in connection with any dispute arising
under this Agreement and hereby waives, to the maximum extent
permitted by law, any objection, including any objection based on
forum non coveniens, to the bringing of any such proceeding in
such jurisdictions.

(m)  Consents.

The person signing this Agreement on behalf of each party hereby
represents and warrants that he has the necessary power, consent
and authority to execute and deliver this Agreement on behalf of
such party.

(n)  Survival of Provisions.

The provisions contained in paragraphs 3, 5, 6, and 8 of this
Agreement shall survive the termination of this Agreement.

(o)  Execution in Counterparts.

This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and all of which
together shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and have agreed to and accepted the terms herein on the
date written above.

eConnect

By :  /s/  Thomas S. Hughes
Thomas S. Hughes, President

Thomas A. Sandelier

/s/  Thomas A. Sandelier

                            EX-4.8

                CONSULTING SERVICES AGREEMENT

This Consulting Services Agreement ("Agreement"), dated March 20,
2001, is made by and between Prince Saud Al-Faisal, an individual
("Consultant"), whose address is Maathar Palace, Al Takhassussi
Road, Riyadh 11423, Saudi Arabia, and eConnect, a Nevada
corporation ("Client"),>having its principal, and eConnect, a
Nevada corporation ("Client"), having its principal place of
business at 2500 Via Cabrillo Marina, Suite 112, San Pedro,
California 90731.

WHEREAS, Consultant has background and experience with Arabian
market needs;

WHEREAS, Consultant desires to be engaged by Client to provide
information, evaluation and consulting services to the Client in
his areas of knowledge and expertise on the terms and subject to
the conditions set forth herein;

WHEREAS, Client is a publicly held corporation with its common
stock shares trading on the Over the Counter Bulletin Board under
the ticker symbol "ECNC," and desires to further develop its
business and increase it's common stock share's value by
enhancing public awareness of the business of the Client and its
image; and

WHEREAS, Client desires to engage Consultant to provide
information, evaluation and consulting services to the Client in
his areas of knowledge and expertise on the terms and subject to
the conditions set forth herein.

NOW, THEREFORE, in consideration for those services Consultant
provides to Client, the parties agree as follows:

1.  Services of Consultant.

Consultant agrees to work with client as regards the introduction
of the eConnect Bank Eyes Only solution and the establishment of
eConnect Arabia as a full service Host.  As such, Consultant will
be providing bona fide services to Client.  The services to be
provided by Consultant will not be in connection with the offer
or sale of securities in a capital-raising transaction, and will
not directly or indirectly promote or maintain a market for
Client's securities.

2.  Consideration.

Client agrees to pay Consultant, as his fee and as consideration
for services provided, seventy-five thousand (75,000) shares of
S-8 free trading common stock in Client. Shares are due and
payable immediately upon the effectiveness of the Form S-8
Registration Statement with the U.S. Securities and Exchange
Commission and with any appropriate states securities
administrator.

3.  Confidentiality.

Each party agrees that during the course of this Agreement,
information that is confidential or of a proprietary nature may
be disclosed to the other party, including, but not limited to,
product and business plans, software, technical processes and
formulas, source codes, product designs, sales, costs and other
unpublished financial information, advertising revenues, usage
rates, advertising relationships, projections, and marketing data
("Confidential Information"). Confidential Information shall not
include information that the receiving party can demonstrate (a)
is, as of the time of its disclosure, or thereafter becomes part
of the public domain through a source other than the receiving
party, (b) was known to the receiving party as of the time of its
disclosure, (c) is independently developed by the receiving party,
or (d) is subsequently learned from a third party not under a
confidentiality obligation to the providing party.

4.  Late Payment.

Client shall pay to Consultant all fees within fifteen (15) days
of the due date. Failure of Client to finally pay any fees within
fifteen (15) days after the applicable due date shall be deemed a
material breach of this Agreement, justifying suspension of the
performance of the "Services" provided by Consultant, will be
sufficient cause for immediate termination of this Agreement by
Consultant. Any such suspension will in no way relieve Client
from payment of fees, and, in the event of collection
enforcement, Client shall be liable for any costs associated with
such collection, including, but not limited to, legal costs,
attorneys' fees, courts costs, and collection agency fees.

5.  Indemnification.

(a)  Client.

Client agrees to indemnify, defend, and shall hold harmless
Consultant and /or his agents, and to defend any action brought
against said parties with respect to any claim, demand, cause of
action, debt or liability, including reasonable attorneys' fees
to the extent that such action is based upon a claim that: (i) is
true, (ii) would constitute a breach of any of Client's
representations, warranties, or agreements hereunder, or (iii)
arises out of the negligence or willful misconduct of Client, or
any Client Content to be provided by Client and does not violate
any rights of third parties, including, without limitation,
rights of publicity, privacy, patents, copyrights, trademarks,
trade secrets, and/or licenses.

(b)  Consultant.

Consultant agrees to indemnify, defend, and shall hold harmless
Client, its directors, employees and agents, and defend any
action brought against same with respect to any claim, demand,
cause of action, debt or liability, including reasonable
attorneys' fees, to the extent that such an action arises out of
the gross negligence or willful misconduct of Consultant.

(c)  Notice.

In claiming any indemnification hereunder, the indemnified party
shall promptly provide the indemnifying party with written notice
of any claim, which the indemnified party believes falls within
the scope of the foregoing paragraphs. The indemnified party may,
at its expense, assist in the defense if it so chooses, provided
that the indemnifying party shall control such defense, and all
negotiations relative to the settlement of any such claim. Any
settlement intended to bind the indemnified party shall not be
final without the indemnified party's written consent, which
shall not be unreasonably withheld.

6.  Limitation of Liability.

Consultant shall have no liability with respect to Consultant's
obligations under this Agreement or otherwise for consequential,
exemplary, special, incidental, or punitive damages even if
Consultant has been advised of the possibility of such damages.
In any event, the liability of Consultant to Client for any
reason and upon any cause of action, regardless of the form in
which  the legal or equitable action may be brought, including,
without limitation, any action in tort or contract, shall not
exceed ten percent (10%) of the fee paid by Client to Consultant
for the specific service provided that is in question.

7.  Termination and Renewal.

(a)  Term.

This Agreement shall become effective on the date appearing next
to the signatures below and terminate one (1) year thereafter.
Unless otherwise agreed upon in writing by Consultant and Client,
this Agreement shall not automatically be renewed beyond its Term.

(b)  Termination.

Either party may terminate this Agreement on thirty (30) calendar
days written notice, or if prior to such action, the other party
materially breaches any of its representations, warranties or
obligations under this Agreement. Except as may be otherwise
provided in this Agreement, such breach by either party will
result in the other party being responsible to reimburse the non-
defaulting party for all costs incurred directly as a result of
the breach of this Agreement, and shall be subject to such
damages as may be allowed by law including all attorneys' fees
and costs of enforcing this Agreement.

(c)  Termination and Payment.

Upon any termination or expiration of this Agreement, Client
shall pay all unpaid and outstanding fees through the effective
date of termination or expiration of this Agreement. And upon
such termination, Consultant shall provide and deliver to Client
any and all outstanding services due through the effective date
of this Agreement.

8.  Miscellaneous.

(a)  Independent Contractor.

This Agreement establishes an "independent contractor"
relationship between Consultant and Client.

(b)  Rights Cumulative; Waivers.

The rights of each of the parties under this Agreement are
cumulative.  The rights of each of the parties hereunder shall
not be capable of being waived or varied other than by an express
waiver or variation in writing.  Any failure to exercise or any
delay in exercising any of such rights shall not operate as a
waiver or variation of that or any other such right.  Any
defective or partial exercise of any of such rights shall not
preclude any other or further exercise of that or any other such
right.  No act or course of conduct or negotiation on the part of
any party shall in any way preclude such party from exercising
any such right or constitute a suspension or any variation of any
such right.

(c)  Benefit; Successors Bound.

This Agreement and the terms, covenants, conditions, provisions,
obligations, undertakings, rights, and benefits hereof, shall be
binding upon, and shall inure to the benefit of, the undersigned
parties and their heirs, executors, administrators,
representatives, successors, and permitted assigns.

(d)  Entire Agreement.

This Agreement contains the entire agreement between the parties
with respect to the subject matter hereof.  There are no
promises, agreements, conditions, undertakings, understandings,
warranties, covenants or representations, oral or written,
express or implied, between them with respect to this Agreement
or the matters described in this Agreement, except as set forth
in this Agreement.  Any such negotiations, promises, or
understandings shall not be used to interpret or constitute this
Agreement.

(e)  Assignment.

Neither this Agreement nor any other benefit to accrue hereunder
shall be assigned or transferred by either party, either in whole
or in part, without the written consent of the other party, and
any purported assignment in violation hereof shall be void.

(f)  Amendment.

This Agreement may be amended only by an instrument in writing
executed by all the parties hereto.

(g)  Severability.

Each part of this Agreement is intended to be severable.  In the
event that any provision of this Agreement is found by any court
or other authority of competent jurisdiction to be illegal or
unenforceable, such provision shall be severed or modified to the
extent necessary to render it enforceable and as so severed or
modified, this Agreement shall continue in full force and effect.

(h)  Section Headings.

The Section headings in this Agreement are for reference purposes
only and shall not affect in any way the meaning or
interpretation of this Agreement.

(i)  Construction.

Unless the context otherwise requires, when used herein, the
singular shall be deemed to include the plural, the plural shall
be deemed to include each of the singular, and pronouns of one or
no gender shall be deemed to include the equivalent pronoun of
the other or no gender.

(j)  Further Assurances.

In addition to the instruments and documents to be made, executed
and delivered pursuant to this Agreement, the parties hereto
agree to make, execute and deliver or cause to be made, executed
and delivered, to the requesting party such other instruments and
to take such other actions as the requesting party may reasonably
require to carry out the terms of this Agreement and the
transactions contemplated hereby.

(k)  Notices.

Any notice which is required or desired under this Agreement
shall be given in writing and may be sent by personal delivery or
by mail (either a. United States mail, postage prepaid, or b.
Federal Express or similar generally recognized overnight
carrier), addressed as follows (subject to the right to designate
a different address by notice similarly given):

To Client:

Thomas S. Hughes
eConnect
2500 Via Cabrillo Marina, Suite 112
San Pedro, California 90731

To Consultant:

Prince Saud Al-Faisal
Maathar Palace
Al Takhassussi Road
Riyadh 11423, Saudi Arabia

(l)  Governing Law.

This Agreement shall be governed by the interpreted in accordance
with the laws of the State of California without reference to its
conflicts of laws rules or principles.  Each of the parties
consents to the exclusive jurisdiction of the federal courts of
the State of California in connection with any dispute arising
under this Agreement and hereby waives, to the maximum extent
permitted by law, any objection, including any objection based on
forum non coveniens, to the bringing of any such proceeding in
such jurisdictions.

(m)  Consents.

The person signing this Agreement on behalf of each party hereby
represents and warrants that he has the necessary power, consent
and authority to execute and deliver this Agreement on behalf of
such party.

(n)  Survival of Provisions.

The provisions contained in paragraphs 3, 5, 6, and 8 of this
Agreement shall survive the termination of this Agreement.

(o)  Execution in Counterparts.

This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and all of which
together shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and have agreed to and accepted the terms herein on the
date written above.

eConnect

By :  /s/  Thomas S. Hughes
Thomas S. Hughes, President

Prince Saud Al-Faisal

/s/  Prince Saud Al-Faisal

                           EX-4.9

              CONSULTING SERVICES AGREEMENT

This Consulting Services Agreement ("Agreement"), dated March 20,
2001, is made by and between Ralph DiFelice, an individual
("Consultant"), whose address is 980 South Lake Sterling Court,
Casselberry, Florida 32707, and eConnect, a Nevada corporation
("Client"), having its principal place of business at 2500 Via
Cabrillo Marina, Suite 112, San Pedro, California 90731.

WHEREAS, Consultant has knowledge and expertise in the area of
financial services, with specific focus on the insurance industry;

WHEREAS, Consultant desires to be engaged by Client to provide
information, evaluation and consulting services to the Client in
his areas of knowledge and expertise on the terms and subject to
the conditions set forth herein;

WHEREAS, Client is a publicly held corporation with its common
stock shares trading on the Over the Counter Bulletin Board under
the ticker symbol "ECNC," and desires to further develop its
business and increase it's common stock share's value by
enhancing public awareness of the business of the Client and its
image; and

WHEREAS, Client desires to engage Consultant to provide
information, evaluation and consulting services to the Client in
his areas of knowledge and expertise on the terms and subject to
the conditions set forth herein.

NOW, THEREFORE, in consideration for those services Consultant
provides to Client, the parties agree as follows:

1.  Services of Consultant.

Insurance industry Consulting for usage of the eCashPad for
premium payments by ATM card with PIN entry whereby the consumer
will first access the insurance company web site, note the
premium due and then pay such premium as a same as cash ATM card
with PIN payment through usage of the eCashPad.  As such,
Consultant will be providing bona fide services to Client.  The
services to be provided by Consultant will not be in connection
with the offer or sale of securities in a capital-raising
transaction, and will not directly or indirectly promote or
maintain a market for Client's securities.

2.  Consideration.

Client agrees to pay Consultant, as his fee and as consideration
for services provided, one hundred thousand (100,000) shares of
S-8 free trading common stock in Client. Shares are due and
payable immediately upon the effectiveness of the Form S-8
Registration Statement with the U.S. Securities and Exchange
Commission and with any appropriate states securities
administrator.

3.  Confidentiality.

Each party agrees that during the course of this Agreement,
information that is confidential or of a proprietary nature may
be disclosed to the other party, including, but not limited to,
product and business plans, software, technical processes and
formulas, source codes, product designs, sales, costs and other
unpublished financial information, advertising revenues, usage
rates, advertising relationships, projections, and marketing data
("Confidential Information"). Confidential Information shall not
include information that the receiving party can demonstrate (a)
is, as of the time of its disclosure, or thereafter becomes part
of the public domain through a source other than the receiving
party, (b) was known to the receiving party as of the time of its
disclosure, (c) is independently developed by the receiving party,
or (d) is subsequently learned from a third party not under a
confidentiality obligation to the providing party.

4.  Late Payment.

Client shall pay to Consultant all fees within fifteen (15) days
of the due date. Failure of Client to finally pay any fees within
fifteen (15) days after the applicable due date shall be deemed a
material breach of this Agreement, justifying suspension of the
performance of the "Services" provided by Consultant, will be
sufficient cause for immediate termination of this Agreement by
Consultant. Any such suspension will in no way relieve Client
from payment of fees, and, in the event of collection
enforcement, Client shall be liable for any costs associated with
such collection, including, but not limited to, legal costs,
attorneys' fees, courts costs, and collection agency fees.

5.  Indemnification.

(a)  Client.

Client agrees to indemnify, defend, and shall hold harmless
Consultant and /or his agents, and to defend any action brought
against said parties with respect to any claim, demand, cause of
action, debt or liability, including reasonable attorneys' fees
to the extent that such action is based upon a claim that: (i) is
true, (ii) would constitute a breach of any of Client's
representations, warranties, or agreements hereunder, or (iii)
arises out of the negligence or willful misconduct of Client, or
any Client Content to be provided by Client and does not violate
any rights of third parties, including, without limitation,
rights of publicity, privacy, patents, copyrights, trademarks,
trade secrets, and/or licenses.

(b)  Consultant.

Consultant agrees to indemnify, defend, and shall hold harmless
Client, its directors, employees and agents, and defend any
action brought against same with respect to any claim, demand,
cause of action, debt or liability, including reasonable
attorneys' fees, to the extent that such an action arises out of
the gross negligence or willful misconduct of Consultant.

(c)  Notice.

In claiming any indemnification hereunder, the indemnified party
shall promptly provide the indemnifying party with written notice
of any claim, which the indemnified party believes falls within
the scope of the foregoing paragraphs. The indemnified party may,
at its expense, assist in the defense if it so chooses, provided
that the indemnifying party shall control such defense, and all
negotiations relative to the settlement of any such claim. Any
settlement intended to bind the indemnified party shall not be
final without the indemnified party's written consent, which
shall not be unreasonably withheld.

6.  Limitation of Liability.

Consultant shall have no liability with respect to Consultant's
obligations under this Agreement or otherwise for consequential,
exemplary, special, incidental, or punitive damages even if
Consultant has been advised of the possibility of such damages.
In any event, the liability of Consultant to Client for any
reason and upon any cause of action, regardless of the form in
which  the legal or equitable action may be brought, including,
without limitation, any action in tort or contract, shall not
exceed ten percent (10%) of the fee paid by Client to Consultant
for the specific service provided that is in question.

7.  Termination and Renewal.

(a)  Term.

This Agreement shall become effective on the date appearing next
to the signatures below and terminate one (1) year thereafter.
Unless otherwise agreed upon in writing by Consultant and Client,
this Agreement shall not automatically be renewed beyond its Term.

(b)  Termination.

Either party may terminate this Agreement on thirty (30) calendar
days written notice, or if prior to such action, the other party
materially breaches any of its representations, warranties or
obligations under this Agreement. Except as may be otherwise
provided in this Agreement, such breach by either party will
result in the other party being responsible to reimburse the non-
defaulting party for all costs incurred directly as a result of
the breach of this Agreement, and shall be subject to such
damages as may be allowed by law including all attorneys' fees
and costs of enforcing this Agreement.

(c)  Termination and Payment.

Upon any termination or expiration of this Agreement, Client
shall pay all unpaid and outstanding fees through the effective
date of termination or expiration of this Agreement. And upon
such termination, Consultant shall provide and deliver to Client
any and all outstanding services due through the effective date
of this Agreement.

8.  Miscellaneous.

(a)  Independent Contractor.

This Agreement establishes an "independent contractor"
relationship between Consultant and Client.

(b)  Rights Cumulative; Waivers.

The rights of each of the parties under this Agreement are
cumulative.  The rights of each of the parties hereunder shall
not be capable of being waived or varied other than by an express
waiver or variation in writing.  Any failure to exercise or any
delay in exercising any of such rights shall not operate as a
waiver or variation of that or any other such right.  Any
defective or partial exercise of any of such rights shall not
preclude any other or further exercise of that or any other such
right.  No act or course of conduct or negotiation on the part of
any party shall in any way preclude such party from exercising
any such right or constitute a suspension or any variation of any
such right.

(c)  Benefit; Successors Bound.

This Agreement and the terms, covenants, conditions, provisions,
obligations, undertakings, rights, and benefits hereof, shall be
binding upon, and shall inure to the benefit of, the undersigned
parties and their heirs, executors, administrators,
representatives, successors, and permitted assigns.

(d)  Entire Agreement.

This Agreement contains the entire agreement between the parties
with respect to the subject matter hereof.  There are no
promises, agreements, conditions, undertakings, understandings,
warranties, covenants or representations, oral or written,
express or implied, between them with respect to this Agreement
or the matters described in this Agreement, except as set forth
in this Agreement.  Any such negotiations, promises, or
understandings shall not be used to interpret or constitute this
Agreement.

(e)  Assignment.

Neither this Agreement nor any other benefit to accrue hereunder
shall be assigned or transferred by either party, either in whole
or in part, without the written consent of the other party, and
any purported assignment in violation hereof shall be void.

(f)  Amendment.

This Agreement may be amended only by an instrument in writing
executed by all the parties hereto.

(g)  Severability.

Each part of this Agreement is intended to be severable.  In the
event that any provision of this Agreement is found by any court
or other authority of competent jurisdiction to be illegal or
unenforceable, such provision shall be severed or modified to the
extent necessary to render it enforceable and as so severed or
modified, this Agreement shall continue in full force and effect.

(h)  Section Headings.

The Section headings in this Agreement are for reference purposes
only and shall not affect in any way the meaning or
interpretation of this Agreement.

(i)  Construction.

Unless the context otherwise requires, when used herein, the
singular shall be deemed to include the plural, the plural shall
be deemed to include each of the singular, and pronouns of one or
no gender shall be deemed to include the equivalent pronoun of
the other or no gender.

(j)  Further Assurances.

In addition to the instruments and documents to be made, executed
and delivered pursuant to this Agreement, the parties hereto
agree to make, execute and deliver or cause to be made, executed
and delivered, to the requesting party such other instruments and
to take such other actions as the requesting party may reasonably
require to carry out the terms of this Agreement and the
transactions contemplated hereby.

(k)  Notices.

Any notice which is required or desired under this Agreement
shall be given in writing and may be sent by personal delivery or
by mail (either a. United States mail, postage prepaid, or b.
Federal Express or similar generally recognized overnight
carrier), addressed as follows (subject to the right to designate
a different address by notice similarly given):

To Client:

Thomas S. Hughes
eConnect
2500 Via Cabrillo Marina, Suite 112
San Pedro, California 90731

To Consultant:

Ralph DiFelice
980 South Lake Sterling Court
Casselberry, Florida 32707

(l)  Governing Law.

This Agreement shall be governed by the interpreted in accordance
with the laws of the State of California without reference to its
conflicts of laws rules or principles.  Each of the parties
consents to the exclusive jurisdiction of the federal courts of
the State of California in connection with any dispute arising
under this Agreement and hereby waives, to the maximum extent
permitted by law, any objection, including any objection based on
forum non coveniens, to the bringing of any such proceeding in
such jurisdictions.

(m)  Consents.

The person signing this Agreement on behalf of each party hereby
represents and warrants that he has the necessary power, consent
and authority to execute and deliver this Agreement on behalf of
such party.

(n)  Survival of Provisions.

The provisions contained in paragraphs 3, 5, 6, and 8 of this
Agreement shall survive the termination of this Agreement.

(o)  Execution in Counterparts.

This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and all of which
together shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and have agreed to and accepted the terms herein on the
date written above.

eConnect

By :  /s/  Thomas S. Hughes
Thomas S. Hughes, President

Ralph DiFelice

/s/  Ralph DiFelice

                            EX-5

                    OPINION RE: LEGALITY

Brian F. Faulkner
A Professional Law Corporation
3900 Birch Street, Suite 113
Newport Beach, California 92660
(949) 975-0544

April 30, 2001

U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:  eConnect - Form S-8

Dear Sir/Madame:

I have acted as counsel to eConnect, a Nevada corporation
("Company"), in connection with its Registration Statement on
Form S-8 relating to the registration of 4,425,000 shares of its
common stock ("Shares"), $0.001 par value per Share, which are
issuable pursuant to the Company's Amended and Restated Non-
Employee Directors and Consultants Retainer Stock Plan (Amendment
No. 4).

In my representation I have examined such documents, corporate
records, and other instruments as I have deemed necessary or
appropriate for purposes of this opinion, including, but not
limited to, the Articles of Incorporation, and all amendments
thereto, and Bylaws of the Company.

Based upon and in reliance on the foregoing, and subject to the
qualifications and assumptions set forth below, it is my opinion
that the Company is duly organized and validly existing as a
corporation under the laws of the State of Nevada, and that the
Shares, when issued and sold, will be validly issued, fully paid,
and non-assessable.

My opinion is limited by and subject to the following:

(a)  In rendering my opinion I have assumed that, at
the time of each issuance and sale of the Shares, the Company
will be a corporation validly existing and in good standing under
the laws of the State of Nevada.

(b)  In my examination of all documents, certificates
and records, I have assumed without investigation the
authenticity and completeness of all documents submitted to me as
originals, the conformity to the originals of all documents
submitted to me as copies and the authenticity and completeness
of the originals of all documents submitted to me as copies.  I
have also assumed the genuineness of all signatures, the legal
capacity of natural persons, the authority of all persons
executing documents on behalf of the parties thereto other than
the Company, and the due authorization, execution and delivery of
all documents by the parties thereto other than the Company.  As
to matters of fact material to this opinion, I have relied upon
statements and representations of representatives of the Company
and of public officials and have assumed the same to have been
properly given and to be accurate.

(c)  My opinion is based solely on and limited to the
federal laws of the United States of America and the Nevada
Revised Statutes.  I express no opinion as to the laws of any
other jurisdiction.

Sincerely,

/s/  Brian F. Faulkner
Brian F. Faulkner, Esq.

                               EX-23.1

                        CONSENT OF ACCOUNTANTS

L.L. BRADFORD & COMPANY, LLC
Certified Public Accountants & Consultants
3441 South Eastern Avenue
Las Vegas, Nevada 89102
(702) 735-5030

May 1, 2001

U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:  eConnect - Form S-8

Dear Sir/Madame:

As independent certified public accountants, we hereby consent to
the incorporation by reference in this Registration Statement on
Form S-8 of our report dated March 30, 2001 in eConnect's Form
10-KSB, and to all references to our firm included in this
Registration Statement.

Sincerely,

/s/  L.L. Bradford & Company, LLC
L.L. Bradford & Company, LLC

                             EX-23.2

                     CONSENT OF AUDITORS

ORTEGA & ASOCIADOS
Auditing & Consulting
Ave. Jose Ortega & Gasset No. 46
P.O. Box 2289, Santo Domingo, Rep. Dom.
(809) 472-1565

May 1, 2001

U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:  eConnect - Form S-8

Dear Sir/Madame:

As independent certified auditors, we hereby consent to the
incorporation by reference in this Registration Statement on Form
S-8 of our reports dated March 16, 2001 concerning eConnect
Caribbean, S.A. and Top Sports, S.A. in eConnect's Form 10-KSB,
and to all references to our firm included in this Registration
Statement.

Sincerely,

ORTEGA & ASOCIADOS

/s/  Carlos A. Ortega
Carlos A. Ortega, Partner

                            EX-23.3

                      CONSENT OF COUNSEL

Brian F. Faulkner
A Professional Law Corporation
3900 Birch Street, Suite 113
Newport Beach, California 92660
(949) 975-0544

April 30, 2001

U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:  eConnect - Form S-8

Dear Sir/Madame:

I have acted as counsel to eConnect, a Nevada corporation
("Company"), in connection with its Registration Statement on
Form S-8 relating to the registration of 4,425,000 shares of its
common stock ("Shares"), $0.001 par value per Share, which are
issuable pursuant to the Company's Amended and Restated Non-
Employee Directors and Consultants Retainer Stock Plan (Amendment
No. 4).  I hereby consent to all references to my firm included
in this Registration Statement, including the opinion of legality.

Sincerely,

/s/  Brian F. Faulkner
Brian F. Faulkner, Esq.