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                               OPERATING AGREEMENT
                               -------------------


     This  OPERATING  AGREEMENT  (this  "Agreement")  is  by  and  between E-Net
Financial.com,  Inc.  ("Parent")  and  Anza  Properties,  Inc.  ("Subsidiary").

     It  is acknowledged that the Subsidiary shall conduct an offering on a best
efforts  basis  of  secured bonds for the purpose of acquiring real estate.  The
purpose  of  this  Agreement is to provide for the terms, pursuant to which, the
Subsidiary  shall  be  operated.

     1.     Thomas  Ehrlich  shall  be  the  vice  president  of  real  estate
acquisitions  of  the  Subsidiary  in  accordance  with  the terms of a separate
Employment  Agreement.  Vince Rinehart shall be the president of the subsidiary.
Messrs.  Ehrlich  and  Rinehart  shall  constitute the Board of Directors of the
Subsidiary until termination of Mr. Ehrlich's Employment Agreement or the mutual
agreement  of the parties hereto.  It is understood that certain clerical tasks,
such  as accounting and payroll of the Subsidiary shall be the responsibility of
the  Parent.  It  is  further understood that the obligation of E-Net Financial,
Inc.  to  repay  the bridge loan in the amount of $200,000 is independent of the
performance  of  the Subsidiary in successfully completing the proposed offering
of  Bonds.

     2.     Any  bank  account  established for the Subsidiary shall require the
written  approval,  with signatures of both Mr. Ehrlich and Mr. Rinehart for the
transfer  of  funds of any amount in excess of $500.  It is further acknowledged
that  the unanimous consent of Mr. Ehrlich and Mr. Rinehart shall be required in
order  to acquire or dispose of any real estate in connection with operations of
the  Subsidiary, which neither parties consent will not be unreasonably withheld
without  written  explanation  for  such action.  Upon Company securing national
market  approval,  Mr.  Ehrlich  shall be relieved of all rights and obligations
under  this  Agreement.

     3.     There  shall be no lien or encumbrance placed upon the assets of the
Subsidiary  unless unanimously agreed by Mr. Ehrlich and Mr. Rinehart and shares
issued  by  the  Subsidiary  to  the Parent shall not be encumbered or otherwise
transferred  without  the  express  written  consent  of  both  parties  hereto.

     It  is  hereby  acknowledged  that  Mr. Rinehart has represented that he is
retaining  independent  counsel in connection with the development and execution
of all documentation associated with the bridge financing and the bond financing
referenced  in  this  Operating  Agreement.  Mr.  Horwitz and the law firm, Senn
Palumbo  Meulemans,  LLP,  will  only  represent  Mr. Ehrlich and Laguna Pacific
Partners,  LP  in  connection  with  the  execution  of such documentation.  Mr.
Horwitz  and  any  law  firm  affiliated  with  Mr.  Horwitz  provide  legal
representation  to  Mr.  Ehrlich  and  Laguna  Pacific  Partners,  LP  only.

                          [SIGNATURES FOLLOW NEXT PAGE]




     IN  WITNESS  WHEREOF,  the  parties hereto have caused this Agreement to be
duly  executed,  as  of  this 27th day  of June, 2001.


E  NET  FINANCIAL.COM,  INC.



By:  /s/ Vincent R. Rinehart
     Vincent R. Rinehart
Its: President & CEO

ANZA  PROPERTIES,  INC.



By:  /s/ Thomas H. Ehrlich
     Thomas H. Ehrlich
Its: Vice President