THESE  SECURITIES SUBJECT TO THIS ESCROW AGREEMENT HAVE NOT BEEN REGISTERED
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WITH  THE  UNITED  STATES  SECURITIES  AND EXCHANGE COMMISSION OR THE SECURITIES
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COMMISSION  OF  ANY  STATE.  THE SECURITIES HAVE BEEN OFFERED PURSUANT TO A SAFE
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HARBOR FROM REGISTRATION UNDER REGULATION S PROMULGATED UNDER THE SECURITIES ACT
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OF 1933, AS AMENDED (THE "ACT").  THE SECURITIES ARE "RESTRICTED" AND MAY NOT BE
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OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS SUCH TERM IS DEFINED
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IN  REGULATION S PROMULGATED UNDER THE ACT) UNLESS THE SECURITIES ARE REGISTERED
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UNDER THE ACT, PURSUANT TO REGULATION S OR PURSUANT TO AVAILABLE EXEMPTIONS FROM
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THE  REGISTRATION  REQUIREMENTS  OF  THE  ACT  AND  THE COMPANY IS PROVIDED WITH
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OPINION  OF  COUNSEL  OR  OTHER SUCH INFORMATION AS IT MAY REASONABLY REQUIRE TO
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CONFIRM  THAT  SUCH  EXEMPTIONS  ARE  AVAILABLE.  FURTHER,  HEDGING TRANSACTIONS
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INVOLVING  THE  SECURITIES  MAY  BE  MADE  ONLY  IN  COMPLIANCE  WITH  THE  ACT.
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                                ESCROW  AGREEMENT

     This  Escrow  Agreement  is  effective the 2nd day of February, 2000 by and
among  EFINANCIAL  DEPOT.COM, INC. (the "Company") and OXFORD CAPITAL CORP. (the
"Escrow  Agent").

     1.     Escrow
            ------

     The Company will be filing a registration statement under the United States
Securities Act of 1933, as amended (the "Act") relating to the Company shares of
Common  Stock  issuable  in  accordance with a Debenture Purchase Agreement (the
"Agreement")  dated  February  2, 2000 between the Company and the Escrow Agent.
As  security  for  the  $2,500,000  debenture  (the  "Debenture"),  the  shares
underlying the Warrant to purchase 250,000 common shares in the capital stock of
the  Company  (the  "Warrant") issuable by the Company and the shares underlying
the  Placement  Agents  Warrant  to purchase 50,000 common shares in the capital
stock  of  the  Company  (the  "Agents  Warrant") pursuant to the Agreement, the
Company  hereby  agrees  to  place  with  the Escrow Agent 500,000 shares in the
Capital  Stock  of  the  Company.

For  convenience  one total share certificate in the amount of 500,000 shares in
the  Common Stock of Company have been issued to the Escrow Agent in the name of
the  Escrow  Agent  (the  "Security  Shares").

<PAGE>

     2.     Release  of  the  Security  Shares
            ----------------------------------

     The  Escrow Agent shall release the Security Shares from Escrow as follows:

     (a)     Upon  any  conversion  of  the  Debenture, a copy of the Conversion
Notice  attached  hereto  shall  be  promptly faxed to the Company by the Escrow
Agent  simultaneously as it is sent by overnight courier service to the Company.
Unless  the Escrow Agent receives a written objection sent by facsimile within 5
business  days of sending the fax to the Company provided for in the immediately
preceding  sentence  and  the Company takes the action provided for in Section 6
hereof  within five business days, that  number of Security Shares equivalent to
the  number  of shares issuable upon conversion of the Debenture as set forth in
the  Conversion  Notice  shall  be  released  by  the  Escrow  Agent.

     (b)     Upon  any exercise of the Warrants or the Agents Warrant, a copy of
the  Exercise  Form  attached hereto and evidence of payment for the Warrants or
Agents  Warrant  being  exercised  shall  be  promptly faxed by the Escrow Agent
simultaneously  as  such  Exercise Form and payment is sent by overnight courier
service  to  the  Company.  Unless the Escrow Agent receives a written objection
sent  by  facsimile  within  forty-eight hours of sending the fax to the Company
provided  for  in  the  immediately preceding sentence and the Company takes the
action  provided for in Section 6 hereof within 5 business days, that  number of
Security Shares equivalent to the number of shares issuable upon exercise of the
Warrant as set forth in the Exercise Form shall be released by the Escrow Agent.

     (c)     upon  any  event of default under the terms of the Agreement or the
Debenture  then  a  notice  of default shall be sent to the Escrow Agent and the
Company.  Unless the Escrow Agent receives a written objection sent by facsimile
within  forty-eight  hours of sending the fax to the Company provided for in the
immediately  preceding sentence and the Company takes the action provided for in
Section  6  hereof  within 5 business days then all the Security Shares shall be
released  by  the  Escrow  Agent.

     (d)     If  prior  to  the conversion of a Debenture or the exercise of the
Warrants,  such  securities  have  been  transferred,  then:

     (i)  the  transferee  shall  become  a  party  to  this Escrow Agreement by
executing an amended thereto reasonably acceptable to the Company and the Escrow
Agent;


<PAGE>
     (ii) the transfer must comply with the terms of the respective security and
with  the  terms  and  conditions  of  the Agreement between the Company and the
Escrow  Agent,  dated February 2, 2000 and further, any exercise of the Warrants
must  be  in  strict  compliance  with  their  respective  terms;  and

     (iii)  upon  conversion  of  the  Debenture, the Conversion Notice and upon
exercise  of  the Warrants, the Exercise Form and the payment shall be delivered
to  the  Escrow  Agent  and  the  Escrow  Agent  shall then promptly comply with
Section  2(a),  (b),  (c)  or  (d)  as  is  applicable.

     3.     Dividends  and  Other  Distributions
            ------------------------------------

     As  long  as  any  Security  Shares  are  held  in  Escrow pursuant to this
Agreement,  then  no  dividends  or  other  distributions  shall be payable with
respect  to  such Security Shares. However, any shares of Common Stock resulting
from  a  stock  split,  reverse  stock  split  or  stock dividend which would be
receivable  upon  conversion  of  the  Debenture  or exercise of the Warrants or
Agents  Warrants  shall  be  placed  in  Escrow.

     4.     Voting  Rights
            --------------

     During  the  term  of  this  Agreement,  and so long as any of the Security
Shares  are  in  Escrow,  no  one  may  vote  the Security Shares on any matter.

     5.     Payment  of  the  Debenture  and  Expiration  of  the  Warrants
            ---------------------------------------------------------------

     Upon the payment in full or conversion of all of the Debenture as evidenced
in writing signed by the Company and the then holder of the Debenture,  and upon
the  expiration  or  exercise  in  full  of the Warrants or Agents Warrants, the
Escrow  Agent  shall  release all the remaining Security Shares relating to such
Debenture and have the Security Shares transferred into the name of the Company.

     6.     Objections
            ----------

     (a)     If the Company shall notify by fax the Escrow Agent that it has any
objections to releasing any of the Security Shares pursuant to Section 2 hereof,
the Company shall also within the 5 business days provided for in Sections 2(a),
(b)  or  (c),  as  the  case  may  be  also  deliver  to  the Escrow Agent (i) a
Certificate  signed  by  an Officer of the Company setting forth the reasons for
the  objection,  (ii) an opinion from the counsel to the Company, Clark, Wilson,
Barristers  &  Solicitors,  that the conversion or the exercise, as the case may
be,  would  violate either the United States Securities Act of 1933, as amended,
or  the  United States Securities Exchange Act of 1934, as amended or some other
law applicable to the objection, and an indemnity bond from a person licensed to
issue  such  bonds in the State of Delaware, in an amount equal to the number of
Security  Shares  being  objected to being released from Escrow time Two Hundred
Percent  of  the average closing bid price of the Common Stock of the Company on
the  principal  market  for  such  Common  Stock  for the three (3) trading days
immediately preceding the date of the Conversion Notice or the Exercise Form, as
the  case  may, with such bond lasting until the dispute is settled by agreement

<PAGE>

of  the  parties  thereto or a final action of a court of competent jurisdiction
without  the  right  to  appeal  or  the  expiration  of  the  right  to appeal.

     (b)     If  the Escrow Agent does NOT receive within 5 business days all of
the originally signed documents and bond provided for in Section 6(a) hereof, it
shall  at the end of 5 business days, release the Security Shares in question as
requested  in  the  respective  Conversion  Notice  or  Exercise  Form.

          (c)     If the Escrow Agent does receive within 5 business days all of
the  original  signed documents and bond provided for in Section 6(a) hereof, it
shall  at the end of such 5 business days, if the objection has not be withdrawn
or  the parties to the Debenture and the Warrants otherwise agree, surrender the
Security Shares in question to an appropriate court in the State of Delaware and
submit  the  issue  to  the  court  to  resolve in the nature of an interpleader
action.

7.     Escrow  Agent
       -------------

     The  Escrow Agent, when acting as the Escrow Agent, shall not be liable for
any  action  taken  or  omitted  by  it  in good faith, and believed by it to be
authorized  or  within  the  rights  or  powers conferred upon it by this Escrow
Agreement,  and  may  rely  and  shall be protected in acting or refraining from
acting in reliance upon any notice or certificate, instrument, request, paper or
other documents believed by it to be genuine and made, sent, signed or presented
by  the  proper party or parties. The Escrow Agent, when acting as Escrow Agent,
shall  not  be  liable  for anything it does or may not do as Escrow Agent under
this  Agreement,  except  for  its  own  gross  negligence,  willful misconduct.

     The  Escrow  Agent shall not be responsible for the validity or sufficiency
of  any stock certificate or other instru-ment evidencing any security delivered
to it pursuant hereto, or for the identity or authority of any person delivering
any  such  certificate  or  other  instrument  to  it.

     Until  the  Escrow  Agent shall receive from some person interested in this
Agreement  written  notice  of  any  event  upon  which the right to receive any
release,  distribution  or  payment  may depend, it shall incur no liability for
actions  taken  in  good  faith.


<PAGE>
     The  Escrow Agent shall not be obligated to take any action to enforce this
Agreement,  or to appear in, prose-cute or defend any action or legal proceeding
or  to  file  any income or other tax return if any such action, in its opinion,
would  or might involve cost, expense, loss or liability unless, and as often as
required  by  it,  it  shall  be  furnished  with  security  and  an  indemnity
satisfactory  to  it  from  the  Company against all such cost, expense, loss or
liability.

     The Escrow Agent shall not be responsible for the validity of any provision
of  this  Agreement  or for the execution thereof by any other party, or for the
truth  of any recitals or other statements of fact herein contained.  The Escrow
Agent  shall  be  considered  as  a  fiduciary  under  this Agreement and is not
required  or  entitled  to  act in any capacity hereunder other than as a Escrow
Agent.

     8.     Notices
            -------

     Except  as  otherwise  provided  herein, all notices, instructions or other
communications  required  or permitted hereunder shall be in writing and sent by
registered  mail,  postage  prepaid,  addressed  as  follows:


If  to  the  Company:
Efinancial  Depot.Com,  Inc.       If  to  the  Purchaser:
150-1875  Century  Park  East;     Oxford  Capital  Corp.
Century  City  California          C/o  1013-17th  Avenue  S.W.
90067                              Calgary,  Alberta
                                   T2T  0A7
Attention:  John  Huguet           Ph:   (403)  508-5055
                                   Fax:  (403)  508-5055

With  a  copy  that  does  not     With  a  copy  that  does  not
     constitute  notice  to:          constitute  notice  to:

Clark,Wilson,  Barristers  &  Solicitors     Ian  H.  Kennedy
800-885  W.Georgia  St.                      Barrister  &  Solicitor
Vancouver,Canada                             1013  -  17th  Avenue  S.W.
V6C  3H1                                     Calgary,  Alberta
Attention:  David  Cowan                     T2T  OA7
Tel:  (604)  643-3178                        Tel:  (403)  508-5055
Fax:  (604)  687-6314                        Fax:  (403)  508-5058

or  such  other  address,  telephone  numbers  or  contact  persons  as shall be
furnished  in  writing  by  such  party  to  the other parties hereto.  Any such
notice,  instruction  or  communication shall be deemed to have been given three
(3)  business  days  after the date mailed by registered mail or if sent by fax,
upon  electronic  confirmation  or  receipt.


<PAGE>
     9.     Deliveries
            ----------

     The  Escrow Agent shall make the deliveries of the Security Shares pursuant
to  this  Agreement  at  the  addresses  set  forth herein, by overnight deliver
service  with  the ability to trace the delivery or through the Depository Trust
Company  accounts.

     10.     Successors  and  Assigns
             ------------------------

     This  Agreement shall be binding upon and shall inure to the benefit of the
parties  hereto  and  their  respective  successors  and  assigns.

     11.     Choice  of  Law  and  Venue.
             ---------------------------

     This  Agreement  shall  be  governed by and construed under the laws of the
State  of Delaware, without regard to choice of laws in force from time to time.
Any  proceeding  arising  out of this Agreement shall be brought in the State of
Delaware,  U.S.A.

     12.     Counterparts
             ------------

     This  Agreement  may be executed in two or more counterparts, each of which
shall  be  deemed  an  original.

13.     Attorneys'  Fees
        ----------------

     If  an  action  is  brought  to  enforce  the  terms and provisions of this
Agreement,  the  prevailing party in said action shall be entitled to reasonable
attorneys'  fees  and  costs  of  suit.

IN  WITNESS  WHEREOF, the parties hereto have executed this Agreement on the day
and  year  first  above  written.


The  Company:     EFINANCIAL  DEPOT.COM,  INC.

     By:  /s/  John  Huguet
          -----------------
      President  and  CEO



Escrow  Agent:     OXFORD  CAPITAL  CORP.


     By:  /s/  Riaz  Mamdani
          ------------------