DEBENTURE PURCHASE AGREEMENT

                                     BETWEEN


                           EFINANCIAL DEPOT.COM, INC.

                                       AND

                              OXFORD CAPITAL CORP.







                                FEBRUARY 2, 2000

<PAGE>

                          DEBENTURE PURCHASE AGREEMENT


     This  Debenture  Purchase Agreement is made as of February 2, 2000, between
Efinancial  Deport.Com, Inc. (the "Company"), a Delaware corporation, and Oxford
Capital  Corp.  (the  "Purchaser"),  a  Cayman  Island  corporation.

     In consideration of the premises, mutual covenants and agreements contained
in this Agreement and for other good and valuable consideration, the receipt and
adequacy  of  which are hereby acknowledged, the Company and the Purchaser agree
as  follows:


                                    ARTICLE I
                        DEFINITIONS AND ACCOUNTING TERMS

     SECTION 1.01. DEFINED TERMS. As used in this Agreement, the following terms
have  the  following  meanings  (terms  defined in the singular to have the same
meaning  when  used  in  the  plural  and  vice  versa):

"Affiliate"  means  any  Person (1) which directly or indirectly controls, or is
controlled  by, or is under common control with the Company or a Subsidiary; (2)
which  directly  or  indirectly  beneficially owns or holds five percent (5%) or
more  of any class of voting stock of the Company or any Subsidiary; or (3) five
percent  (5%)  or  more  of  the voting stock of which is directly or indirectly
beneficially  owned  or  held by the Company or a Subsidiary. The term "control"
means  the  possession,  directly or indirectly, of the power to direct or cause
the  direction  of  the management and policies of a Person, whether through the
ownership  of  voting  securities,  by  contract,  or  otherwise.

"Agreement"  means  this Debenture Purchase Agreement, as amended, supplemented,
or  modified  from  time  to  time.

"Business  Day"  means  any  day  other than a Saturday, Sunday, or other day on
which  commercial banks in the United States are authorized or required to close
under  the  federal  laws  of  the  United  States  of  America.

"Capital Lease" means all leases which have been or should be capitalized on the
books  of  the  lessee  in  accordance  with  GAAP.

"Closing Date" means February 2, 2000 and any date thereafter that the Purchaser
and  the  Company  agree  upon  in  writing.

"Code" means the US Internal Revenue Code of 1986, as amended from time to time,
and  the  regulations  and  published  interpretations  thereof.

"Common  Stock  means  the  Company's  common  stock,  $.001  par  value.

"Commonly Controlled Entity" means an entity, whether or not incorporated, which
is under common control with the Company within the meaning of Section 414(b) or
414(c)  of  the  Code.

"Company"  means EFinancial Depot. Com, Inc. and its subsidiary companies, joint
ventures  or  any  other  related  entities;

"Conversion  Date"  means  any  date  30  days  after  the  Closing  Date.

"Debenture"  shall  have  the  meaning  assigned  to  it  in  Section  2.01

"Debenture  Shares"  means  the shares of Common Stock of the Company underlying
the  Debenture  into  which  the  Debenture  is  convertible.

<PAGE>

"Debt"  means  (1) indebtedness or liability for borrowed money; (2) obligations
evidenced  by  bonds,  Debenture,  notes,  or  other  similar  instruments;  (3)
obligations  for  the deferred purchase price of property or services (including
trade  obligations); (4) obligations as lessee under Capital Leases; (5) current
liabilities in respect of unfunded vested benefits under Plans covered by ERISA;
(6)  obligations  under  letters  of  credit;  (7)  obligations under acceptance
facilities;  (8)  all  guaranties,  endorsements  (other  than for collection or
deposit in the ordinary course of business), and other contingent obligations to
purchase,  to provide funds for payment, to supply funds to invest in any Person
or  entity,  or otherwise to assure a creditor against loss; and (9) obligations
secured  by  any  Liens,  whether  or  not  the  obligations  have been assumed.

"Default"  means any of the events specified in Section 8.01, whether or not any
requirement  for  the giving of notice, the lapse of time, or both, or any other
condition,  has  been  satisfied.

"Escrow  Agreement"  shall  have  the  meaning  assigned to such term in Section
2.10(c).

"ERISA"  means  the  Employee Retirement Income Security Act of 1974, as amended
from  time  to  time, and the regulations and published interpretations thereof.

"Event  of  Default" means any of the events specified in Section 8.01, provided
that  any  requirement  for the giving of notice, the lapse of time, or both, or
any  other  condition,  has  been  satisfied.

"Exchange  Act"  means  the  US  Securities  Exchange  Act  of 1934, as amended.

"GAAP"  means  generally accepted accounting principles either (i) in the United
States,  or  (ii) in Canada, whichever is applicable, together with accompanying
adjustments  to  reflect  generally accepted accounting principles in the United
States.

"Lien"  means  any  mortgage,  deed  of  trust,  pledge,  security  interest,
hypothecation,  assignment, deposit arrangement, encumbrance, lien (statutory or
other),  or  preference,  priority,  or other security agreement or preferential
arrangement, charge, or encumbrance of any kind or nature whatsoever (including,
without limitation, any conditional sale or other title retention agreement, any
financing  lease  having  substantially  the  same economic effect as any of the
foregoing,  and  the  filing of any financing statement or other registration or
notification  of  a  debt,  obligation or security interest under the law of any
jurisdiction  to  evidence  any  of  the  foregoing).

"Maturity Date" means the date the principle amount outstanding on the Debenture
is  due  and  payable;

"Multiemployer  Plan"  means  a  Plan  described in Section 4001(a)(3) of ERISA.

"PBGC"  means  the Pension Benefit Guaranty Corporation or any entity succeeding
to  any  or  all  of  its  functions  under  ERISA.

"Person"  means  an  individual, partnership, corporation, business trust, joint
stock  company,  trust,  unincorporated association, joint venture, governmental
authority,  or  other  entity  of  whatever  nature.

"Plan"  means  any  pension  plan  which  is covered by Title IV of ERISA and in
respect of which the Company or a Commonly Controlled Entity is an "employer" as
defined  in  Section  3(5)  of  ERISA

"Purchaser"  means  Oxford  Capital  Corp.,  a  Cayman  Island  company.

"Principal  Office"  means  1013-17th  Avenue  S.W.,  Calgary, Alberta, T2T 0A7.

"Prohibited Transaction" means any transaction set forth in Section 406 of ERISA
or  Section  4975  of  the  Code.

"Registration  Rights Agreement" shall have the meaning assigned to such term in
Section  2.01.

"Reportable  Event"  means any of the events set forth in Section 4043 of ERISA.

<PAGE>

"SEC"  means  the  US  Securities  and  Exchange  Commission.

"Securities"  means  the  Debenture  and  the  Warrant.

"Securities  Act"  means  the  US  Securities  Act  of  1933,  as  amended.

"Subsidiary"  means,  as  to the Company, a corporation of which shares of stock
having  ordinary voting power (other than stock having such power only by reason
of the happening of a contingency) to elect a majority of the board of directors
or  other  managers of such corporation are at the time owned, or the management
of  which  is  otherwise  controlled, directly or indirectly through one or more
intermediaries,  or  both,  by  the  Company.

"Transaction  Documents"  means  this Agreement, the Debenture, the Warrant, the
Registration  Rights  Agreement,  and  the  Escrow  Agreement.

"Warrant"  shall  have  the  meaning  assigned  to  that  term  in Section 2.01.

"Warrant  Shares"  means the shares Common Stock underlying the Warrant issuable
upon  the  exercise  thereof.

     SECTION  1.02.  ACCOUNTING  TERMS.  All  accounting  terms not specifically
defined  herein shall be construed in accordance with GAAP consistent with those
applied  in  the  preparation of the financial statements referred to in Section
4.04,  and  all  financial  data  submitted  pursuant to this Agreement shall be
prepared  in  accordance  with  such  principles.

                                   ARTICLE II
                         PURCHASE AND SALE OF SECURITIES

     SECTION 2.01.  PURCHASE AND SALE OF SECURITIES.  The Company agrees to sell
and,  subject  to  the  terms  and  conditions  and in reliance on the Company's
representations and warranties contained in this Agreement, the Purchaser agrees
to  purchase, $2,500,000 USD in principal amount of the Company's 6% Convertible
Debenture  (the  "Debenture"), due February 2, 2003, (the "Maturity Date") and a
warrant  to  purchase  up  250,000  the  Company's  Common Stock (the "Warrant")
exercisable  at  a  price of $5.00 per share on or before February 2, 2002.  The
Debenture shall be convertible at a price equal to: (i) the lesser of 80% of the
average  closing  bid price of the Company's common stock for the 5 trading days
preceding  the Conversion Date and (ii) $ 5.00; in no event shall the conversion
price  be  less  than  $  3.00 USD.  The Warrant shall be exercisable at a price
equal to $5.00 USD per share.  The purchase price of the Debenture shall be 100%
of  its  face  value.  The  purchase  price  of  the Warrant shall be $.01.  The
Debenture  shall be in the form of Exhibit A hereto. The Warrant shall be in the
form  of  Exhibit  B  hereto.  All  tax  returns  filed  by the Company shall be
consistent in all material respects with such allocation (including for purposes
of  section  1271  et seq. of the Code). Contemporaneously with the execution of
this  Agreement,  the  Company  shall  execute  and  deliver  to the Purchaser a
registration  rights agreement (the "Registration Rights Agreement") in the form
of  Exhibit  C  hereto,  covering  the  Debenture Shares and the Warrant Shares.

SECTION  2.02. FORCED CONVERSION. If at any time following the Closing Date, the
Common  Stock  trades  on  the  OTC Bulletin Board or NASDAQ National Board at a
price  equal  to  or  greater  than  $10.00 USD, on every day for 20 consecutive
trading  days, and the provisions of Section 2.06 have never been exercisable by
the  Purchaser,  then, within 30 days of the determination of the application of
this  provision:  (i)  the  Debenture  will  be  converted  into Common Stock in
accordance  with  the  provisions of the Debenture; and (ii) the Warrant will be
exercised  in  accordance  with  its  terms.

     SECTION 2.03. CLOSING.   The purchase and sale of the Securities shall take
place  on  the  Closing  Date,  via  facsimile,  at the Principal Office and the
offices  of  Clark  Wilson,  Barristers  and  Solicitors,  Vancouver,  B.C.

     SECTION  2.04.  PLACEMENT  FEE.  On the Closing Date, the Company shall pay
the Purchaser a placement fee (the "Placement Fee") in an amount equal to 10% of
the  principal amount of Debenture purchased at such Closing. The Company hereby
irrevocably  authorizes  the Purchaser to deduct the amount of the Placement Fee
from  the  purchase  price  of  the  Debenture, together with any reasonable and
documented  out-of-pocket  expenses  for  which  such  Purchaser  is entitled to
reimbursement  pursuant  to  this  Section  2.04,  including  the reasonable and
documented  fees  and expenses of the Purchaser's counsel. If for any reason the
Purchaser does not deduct the amount of the Placement Fee and such expenses from
the purchase price of Debenture, then promptly upon the Purchaser's request, the
Company  shall  pay and deliver the Placement Fee and such other expenses to the

<PAGE>

Purchaser  or  to  such other persons as such Purchaser shall direct, by Federal
funds  bank  wire  transfer  of  same  day  funds.

SECTION  2.05.  PLAEMENT  AGENT  WARRANTS. On the Closing Date, the Issuer shall
issue  the Purchaser, a Placement Agent Warrant to purchase 50,000 shares of the
Common  Stock at an exercise price of $5.00 per share, exerciseable on or before
February  2,  2001.

SECTION  2.06.  ANTI-DILUTION PROVISIONS. After February 2, 2000, and so long as
the  Debenture  or  the  Warrant  is  outstanding  and  not  fully  converted or
exercised, the Company shall not, without the prior consent of the Holder, issue
or  sell  (i)  any Common Stock without consideration or for a consideration per
share  less  than  $3.00;  or  (ii)  issue  or sell any warrant, Warrant, right,
contract,  call, or other security or instrument granting the holder thereof the
right  to  acquire Common Stock without consideration or for a consideration per
share  less  than  $3.00.

SECTION  2.07.  LIQUIDITY  OF  COMMON SHARES.  If at any time following 120 days
after  the  Closing Date, the market value of the volume of the Common Stock, as
traded  on  the  OTC  Bulletin  Board,  multiplied by the average closing market
price  of  the  Common  Stock,  is  less  than  $100,000,  on  every  day for 20
consecutive  trading  days,  the  Purchaser  has  the right to put any principal
amount  of  the  Debenture  unconverted  back to the Company at a purchase price
equal to the principle amount outstanding plus a premium of 30% of the principle
amount  outstanding.

     SECTION  2.08. USE OF PROCEEDS. The Company shall use the proceeds from the
Debenture  solely  for  working  capital  to  grow  and  expand  its  business.

     SECTION  2.09.  EXEMPTION  FROM  US  REGISTRATION.  The  issuance  of  the
Debenture  and the Warrant shall be exempt from the registration requirements of
the  Securities  Act  pursuant to Section 4(2) thereof; and also pursuant to SEC
Regulation  S. Accordingly, the Company represents and warrants to the Purchaser
that it has, and covenants and agrees with the Purchaser that it will, comply in
all  material  respects  with  the  terms  and  conditions  of  SEC Regulation S
applicable  to  the  issuance  and  sale  of  the  Debenture  and  the  Warrant.

     SECTION  2.10. REGISTRATION OF COMMON STOCK;  (a)  As soon as possible, and
in  any  event  on  or before March 31, 2000 in accordance with the Registration
Rights Agreement, the Company shall  file the appropriate registration statement
or  registration  statements  (each  a "Registration Statement" and collectively
"Registration Statements") with the SEC to register 200% of the Debenture Shares
and  100%  of  the  Warrant  Shares  under  the  Securities  Act pursuant to the
Registration  Rights  Agreement.

     (b)  In  accordance  with  the  Registration  Rights Agreement, the Company
shall  use  its  best  efforts to ensure that the Registration Statements become
effective  as  soon  as possible, and shall cause the Registration Statements to
remain  effective  until  the  Debenture  have  been  converted or paid, and the
Warrant  fully  exercised  or  expired.

(c)  Contemporaneously  with  the  execution of this Agreement the Company shall
enter  into  an  escrow agreement (the "Escrow Agreement") with the Purchaser as
escrow holder (the "Escrow Holder") in the form of Exhibit D. Promptly after the
execution  of this Agreement, the Company shall deposit 500,000 common shares of
the  Common  Stock  as  security  for  the  Debenture  (the  "Security Shares").
Promptly  upon  the  effectiveness  of a Registration Statement, the Corporation
shall  deliver  unrestricted certificates for those shares registered thereunder
to  the  Escrow  Agent,  in  DTC  form,  in  exchange  for  the Security Shares.

                                   ARTICLE III
                              CONDITIONS PRECEDENT

     SECTION  3.01.  CONDITION  PRECEDENT  TO  INITIAL  CLOSING. The Purchaser's
obligation to purchase the Debenture is subject to the conditions precedent that
the  Purchaser  shall  have  received  on or before the Closing Date each of the
following,  in form and substance satisfactory to the Purchaser and its counsel:

     (1)  Debenture.  The  Debenture,  duly  executed  by  the  Company;
          ---------

     (2)  Warrant.  The  Warrant,  duly  executed  by  the  Company;
          -------

<PAGE>

(3)  Placement  Agent Warrant. The Placement Agent Warrant, duly executed by the
     ------------------------
Company;

(4)  Registration  Rights  Agreement.  The  Registration  Rights Agreement, duly
     -------------------------------
executed  by  the  Company;
    -

     (5)  Escrow Agreement.  The Escrow Agreement, duly executed by the Company;
          ----------------

     (6)  Evidence  of all corporate action by the Company. Certified (as of the
          ------------------------------------------------
date  of  this  Agreement)  copies of all corporate action taken by the Company,
including  resolutions  of  its  Board  of Directors, authorizing the execution,
delivery,  and  performance  of the Transaction Documents to which it is a party
and  each  other  document  to  be  delivered  pursuant  to  this  Agreement;

(6) Incumbency and signature certificate of the Company. A certificate (dated as
    ---------------------------------------------------
of  the  date  of this Agreement) of the Secretary of the Company certifying the
names  and true signatures of the officers of the Company authorized to sign the
Transaction  Documents  to  which  it  is  a party and the other documents to be
delivered  by  the  Company  under  this  Agreement;

     (7)  Opinion  of  counsel  for  the  Company.  A favorable opinion of Clark
          ---------------------------------------
Wilson,  Barristers  & Solicitors, Counsel for the Company, in substantially the
form  of Exhibit E, and as to such other matters as the Purchaser may reasonably
request.


                                   ARTICLE IV
                    COMPANY'S REPRESENTATIONS AND WARRANTIES

     The  Company  represents  and  warrants  to  the  Purchaser  that:

     SECTION  4.01.  INCORPORATION,  GOOD  STANDING,  AND DUE QUALIFICATION. The
Company  is  a  corporation  duly  incorporated,  validly  existing, and in good
standing  under  the  laws  of the jurisdiction of its incorporation and has the
corporate  power and authority to own its assets and to transact the business in
which  it is now engaged or proposed to be engaged in and is duly qualified as a
foreign  corporation  and  in  good  standing  under  the  laws  of  each  other
jurisdiction  in  which  such  qualification  is  required.

     SECTION  4.02  CORPORATE  POWER AND AUTHORITY. The execution, delivery, and
performance by the Company of the Transaction Documents to which each is a party
have  been duly authorized by all necessary corporate action and do not and will
not (1) require any consent or approval of the stockholders of such corporation;
(2)  contravene  such corporation's charter or bylaws; (3) violate any provision
of  any  law,  rule,  regulation,  order,  writ,  judgment,  injunction, decree,
determination,  or  award  presently  in  effect  having  applicability  to such
corporation;  (4)  result  in  a  breach  of  or  constitute a default under any
indenture  or  loan  or  credit  agreement  or  any  other  agreement, lease, or
instrument to which such corporation is a party or by which it or its properties
may  be bound or affected; (5) result in, or require, the creation or imposition
of  any  Lien,  upon  or  with  respect  to  any  of the properties now owned or
hereafter  acquired by such corporation; and (6) cause such corporation to be in
default under any such law, rule, regulation, order, writ, judgment, injunction,
decree,  determination,  or  award  or  any such indenture, agreement, lease, or
instrument.

     SECTION  4.03 LEGALLY ENFORCEABLE AGREEMENT. This Agreement is, and each of
the  other  Transaction  Documents  when delivered under this Agreement will be,
legal,  valid,  and  binding obligations of the Company, enforceable against the
Company  in  accordance  with  their respective terms, except to the extent that
such  enforcement may be limited by applicable bankruptcy, insolvency, and other
similar  laws  affecting  creditors'  rights  generally.

     SECTION  4.04.  FINANCIAL  STATEMENTS.  The  financial  statements  of  the
Company, filed with its Form 10-SB at the Securities Exchange Commission, copies
of  which  have  been  furnished  to the Purchaser, are complete and correct and
fairly  present  the  financial condition of the Company, all in accordance with
GAAP  in the United States consistently applied subject to year-end adjustments.
Since  the  date  of  the  filing  of the Form 10-SB, there has been no material
adverse  change  in  the  condition  (financial  or  otherwise),  business,  or
operations  of  the  Company.  There are no liabilities of or claims against the
Company,  fixed  or  contingent, which are material but are not reflected in the
financial  statements or in the notes thereto, other than liabilities arising in
the  ordinary  course  of  business  since  the  filing  of the Form 10-SB or as
otherwise  disclosed.

<PAGE>

     SECTION  4.05.  LABOR  DISPUTES  AND  ACTS  OF  GOD.  The  business and the
properties  of  the  Company  are not affected by any fire, explosion, accident,
strike,  lockout  or  other  labor  dispute,  drought,  storm, hail, earthquake,
embargo,  act  of  God or of the public enemy, or other casualty (whether or not
covered  by  insurance)  materially  and  adversely  affecting  such  business
properties  or  the  operation  of  the  Company.

SECTION  4.06.  OTHER  AGREEMENTS.  The Company is not a party to any indenture,
loan,  or credit agreement, or to any lease or other agreement or instrument, or
subject  to  any  charter  or  corporate restriction which could have a material
adverse  effect  on the business, properties, assets, operations, or conditions,
financial  or  otherwise, of the Company, or the ability of the Company to carry
out  its  obligations under the Transaction Documents other than as disclosed in
the Form 10-SB. The Company is not in default in any respect in the performance,
observance,  or  fulfillment of any of the obligations, covenants, or conditions
contained in any agreement or instrument material to its business to which it is
a  party.

     SECTION  4.07.  LITIGATION.  There  is  no  pending or threatened action or
proceeding  against  or  affecting  the  Company  before any court, governmental
agency, or arbitrator which may, in any one case or in the aggregate, materially
adversely affect the financial condition, operations, properties, or business of
the  Company  or  the ability of the Company to perform its obligation under the
Transaction  Documents  other  than  as  disclosed  in  the  Form  10-SB.

     SECTION  4.08. NO DEFAULTS ON OUTSTANDING JUDGMENTS OR ORDERS. There are no
unsatisfied  judgments  outstanding against the  Company, and the Company is not
in  default  with  respect  to  any judgment, writ, injunction, decree, rule, or
regulation  of  any  court,  arbitrator,  or federal, state, municipal, or other
governmental  authority,  commission,  board, bureau, agency or instrumentality,
domestic  or  foreign.

SECTION  4.09. OWNERSHIP AND LIENS. The Company has title to, or valid leasehold
interests  in,  all of their properties and assets, real and personal, including
the  properties  and  assets  and  leasehold interest reflected in the financial
statements  referred  to  in  Section  4.04 (other than any properties or assets
disposed  of in the ordinary course of business), and none of the properties and
assets  owned  by  the Company and none of its leasehold interests is subject to
any  Lien,  except  such  as  may  be permitted pursuant to Section 6.01 of this
Agreement. Without limiting the generality of the foregoing, this representation
and  warrant  includes  all  of  the  Company's intellectual property (including
software  and  other  technology).

     SECTION 4.10. ERISA AND EMPLOYEE BENEFIT LAWS. The Company is in compliance
in  all  material  respects  with  all  applicable  provisions of ERISA, and all
applicable  national  and  state  employee benefit of the United States, and any
other  applicable  jurisdictions.

     SECTION  4.11.  OPERATION  OF BUSINESS. The Company possesses all licenses,
permits, franchises, patents, copyrights, trademarks, and trade names, or rights
thereto,  to  conduct their respective businesses substantially as now conducted
and  as  presently  proposed  to  be  conducted,  and  the Company and is not in
violation  of  any  valid rights of others with respect to any of the foregoing.

     SECTION  4.12.  TAXES.  The  Company  has  filed all tax returns (national,
federal,  provincial,  state,  and  local) required to be filed and has paid all
taxes,  assessments,  and  governmental  charges  and  levies thereon to be due,
including  interest  and  penalties.

SECTION  4.13.  ENVIRONMENT.  The  Company  has  duly  complied  with, and their
businesses,  operations,  assets,  equipment,  property,  leaseholds,  or  other
facilities  are  in  compliance  with,  the provisions of all national, federal,
provincial,  state,  and local environmental, health, and safety laws, codes and
ordinances,  and  all  rules  and  regulations  promulgated  thereunder.

                                    ARTICLE V
                              AFFIRMATIVE COVENANTS

     So  long as the Debenture is outstanding, or the Warrant has not been fully
exercised  or  expired,  the  Company  will:

<PAGE>

     SECTION  5.01.  MAINTENANCE  OF EXISTENCE. Preserve and maintain, and cause
each  active  Subsidiary  to  preserve and maintain, its corporate existence and
good  standing  in the jurisdiction of its incorporation, and qualify and remain
qualified,  and  cause  each  Subsidiary  to  qualify and remain qualified, as a
foreign  corporation  in  each  jurisdiction  in  which  such  qualification  is
required.

     SECTION  5.02.  MAINTENANCE  OF RECORDS. Keep, and cause each Subsidiary to
keep,  adequate  records and books of account, in which complete entries will be
made  in  accordance  with  GAAP  consistently applied, reflecting all financial
transactions  of  the  Company  and  its  Subsidiaries.

     SECTION  5.03. MAINTENANCE OF PROPERTIES. Maintain, keep, and preserve, and
cause  each  Subsidiary  to  maintain, keep, and preserve, all of its properties
(tangible  and  intangible)  necessary  or  useful  in the proper conduct of its
business  in  good working order and condition, ordinary wear and tear excepted.

     SECTION  5.04.  CONDUCT OF BUSINESS. Continue, and cause each Subsidiary to
continue,  to  engage in an efficient and economical manner in a business of the
same  general  type  as  conducted  by  it  on  the  date  of  this  Agreement.

     SECTION 5.05. MAINTENANCE OF INSURANCE. Maintain, and cause each Subsidiary
to  maintain, insurance with financially sound and reputable insurance companies
or  associations  in such amounts and covering such risks as are usually carried
by  companies  engaged in the same or a similar business and similarly situated,
which  insurance may provide for reasonable deductibility from coverage thereof.

     SECTION  5.06.  COMPLIANCE  WITH LAWS. Comply, and cause each Subsidiary to
comply,  in  all  respects  with  all  applicable  laws, rules, regulations, and
orders,  such  compliance to include, without limitation, paying before the same
become  delinquent all taxes, assessments, and governmental charges imposed upon
it  or  upon  its  property.

     SECTION  5.07. RIGHT OF INSPECTION. At any reasonable time and from time to
time, permit the Purchaser or any agent or representative thereof to examine and
make copies of and abstracts from the records and books of account of, and visit
the  properties  of, the Company and any Subsidiary, and to discuss the affairs,
finances,  and  accounts  of  the  Company  and any Subsidiary with any of their
respective  officers  and  directors  and the Company's independent accountants.

     SECTION  5.08.  REPORTING  REQUIREMENTS.  Furnish  to  the  Purchaser:

     (1)  Quarterly  financial statements. As soon as available and in any event
          -------------------------------
within forty-five (45) days after the end of each of the first three quarters of
each  fiscal  year of the Company, consolidated and consolidating balance sheets
of  the Company and its Subsidiaries as of the end of such quarter, consolidated
and  consolidating statements of income and retained earnings of the Company and
its  Subsidiaries  for  the  period commencing at the end of the previous fiscal
year  and  ending  with  the  end  of  such  quarter,  and  [consolidated  and
consolidating]  statements  of  changes in financial position of the Company and
its  Subsidiaries  for the portion of the fiscal year ended with the last day of
such  quarter,  all  in  reasonable  detail  and stating in comparative form the
respective  figures for the corresponding date and period in the previous fiscal
year and all prepared in accordance with GAAP consistently applied and certified
by the chief financial officer of the Company (subject to year-end adjustments);

     (2)  Annual  financial  statements.  As  soon as available and in any event
          -----------------------------
within  ninety  (90)  days  after  the  end  of each fiscal year of the Company,
[consolidated  and  consolidating]  balance  sheets  of  the  Company  and  its
Subsidiaries  as  of  the  end  of  such  fiscal  year  and  [consolidated  and
consolidating] statements of income and retained earnings of the Company and its
Subsidiaries  for  such  fiscal  year,  and  [consolidated  and  consolidating]
statements  of changes in financial position of the Company and its Subsidiaries
for  such  fiscal year, all in reasonable detail and stating in comparative form
the respective figures for the corresponding date and period in the prior fiscal
year and all prepared in accordance with GAAP consistently applied and as to the
consolidated  statements  accompanied  by  an  opinion thereon acceptable to the
Purchaser  by  Stefanou  &  Company, LLP, Certified Public Accountants, or other
independent accountants selected by the Company and acceptable to the Purchaser;

     (3)  Management  letters.  Promptly  upon  receipt  thereof,  copies of any
          -------------------
reports  submitted  to  the  Company  or any Subsidiary by independent certified
public accountants in connection with examination of the financial statements of
the  Company  or  any  Subsidiary  made  by  such  accountants;

<PAGE>

     (4) Certificate of no Default. Within forty five (45) days after the end of
         -------------------------
each  of  the  quarters  of each fiscal year of the Company (or earlier upon the
delivery  of  the  financial  statements  required by Sections 5.08(1) or (2), a
certificate of the chief financial officer of the Company (a) certifying that to
the  best  of  his  knowledge no Default or Event of Default has occurred and is
continuing  or, if a Default or Event of Default has occurred and is continuing,
a  statement  as  to  the  nature thereof and the action which is proposed to be
taken  with  respect thereto, and (b) with computations demonstrating compliance
with  the  covenants  contained  in  Article  VII;

     (5)  Accountant's  report.  Simultaneously  with the delivery of the annual
          --------------------
financial  statements  referred  to  in  Section  5.08(2),  a certificate of the
independent  public  accountants who audited such statements to the effect that,
in  making the examination necessary for the audit of such statements, they have
obtained  no  knowledge of any condition or event which constitutes a Default or
Event  of  Default,  or if such accountants shall have obtained knowledge of any
such  condition  or event, specifying in such certificate each such condition or
event  of  which  they  have  knowledge  and  the  nature  and  status  thereof;

     (6)  Notice  of litigation. Promptly after the commencement thereof, notice
          ---------------------
of  all  actions,  suits,  and  proceedings  before  any  court  or governmental
department,  commission,  board, bureau, agency, or instrumentality, domestic or
foreign, affecting the Company or any Subsidiary, which, if determined adversely
to  the  Company or such Subsidiary, could have a material adverse effect on the
financial  condition,  properties,  or  operations  of  the  Company  or  such
Subsidiary;

     (7)  Notice  of  Defaults and Events of Default. As soon as possible and in
          ------------------------------------------
any  event within five (5) days after the occurrence of each Default or Event of
Default,  a written notice setting forth the details of such Default or Event of
Default and the action which is proposed to be taken by the Company with respect
thereto;

     (8) ERISA reports. As soon as possible, and in any event within thirty (30)
         -------------
days  after the Company knows or has reason to know that any circumstances exist
that constitute grounds entitling the PBGC to institute proceedings to terminate
a  Plan  subject to ERISA with respect to the Company or any Commonly Controlled
Entity, and promptly but in any event within two (2) Business Days of receipt by
the Company or any Commonly Controlled Entity of notice that the PBGC intends to
terminate  a  Plan or appoint a trustee to administer the same, and promptly but
in  any  event within five (5) Business Days of the receipt of notice concerning
the  imposition  of  withdrawal  liability  with  respect  to the Company or any
Commonly  Controlled  Entity,  the  Company  will  deliver  to  the  Purchaser a
certificate  of  the  chief  financial  officer of the Company setting forth all
relevant  details and the action which the Company proposes to take with respect
thereto.

     (9)  Reports  to  other  creditors.  Promptly after the furnishing thereof,
          -----------------------------
copies  of  any statement or report furnished to any other party pursuant to the
terms  of  any  indenture,  loan, credit, or similar agreement and not otherwise
required  to  be furnished to the Purchaser pursuant to any other clause of this
Section  5.08;

     (10)  Proxy  statements, etc. Promptly after the sending or filing thereof,
           ----------------------
copies  of  all  proxy  statements,  financial statements, and reports which the
Company  or any Subsidiary sends to its stockholders, and copies of all regular,
periodic, and special reports, and all registration statements which the Company
or  any  Subsidiary  files  with  the  Securities and Exchange Commission or any
governmental  authority  which may be substituted therefor, or with any national
securities  exchange;  and

     (11)  General  information. Such other information respecting the condition
           --------------------
or  operations,  financial or otherwise, of the Company or any Subsidiary as the
Purchaser  may  from  time  to  time  reasonably  request.

     SECTION  5.09.  ENVIRONMENT. Be and remain, and cause each Subsidiary to be
and  remain,  in  compliance  with  the  provisions  of  all  national, federal,
provincial,  state,  and local environmental, health, and safety laws, codes and
ordinances,  and  all  rules  and  regulations  issued  thereunder;  notify  the
Purchaser  immediately  of  any notice of a hazardous discharge or environmental
complaint  received  from any governmental agency or any other party; notify the
Purchaser immediately of any hazardous discharge from or affecting its premises;
immediately contain and remove the same, in compliance with all applicable laws;
promptly  pay  any  fine or penalty assessed in connection therewith; permit the
Purchaser  to inspect the premises, to conduct tests thereon, and to inspect all
books,  correspondence,  and  records pertaining thereto; and at the Purchaser's
request,  and  at  the  Company's  expense,  provide  a  report  of  a qualified

<PAGE>

environmental  engineer,  satisfactory  in  scope,  form,  and  content  to  the
Purchaser,  and such other and further assurances reasonably satisfactory to the
Purchaser  that  the  condition  has  been  corrected.

SECTION  5.10.  Be  and  remain a "reporting company" as defined by the Exchange
Act.

                                   ARTICLE VI
                               NEGATIVE COVENANTS

     So  long as the Debenture is outstanding, or the Warrant has not been fully
exercised  or  expired,  Company  will  not  without  the written consent of the
Purchaser:

     SECTION  6.01.  MERGERS,  ETC. Wind up, liquidate or dissolve itself, merge
with,  or consolidate with another organization unless the other organization is
a  subsidiary, or convey, sell, assign, transfer, lease, or otherwise dispose of
(whether in one transaction or in a series of transactions) all or substantially
all  of  its  assets (whether now owned or hereafter acquired) to any Person, or
acquire  all  or  substantially  all of the assets or the business of any Person
that  is  not within the mandate and business plan of the Company, or permit any
Subsidiary  to  do so, except that (1) any Subsidiary may merge into or transfer
assets  to the Company and (2) any Subsidiary may merge into or consolidate with
or  transfer  assets  to  any  other  Subsidiary.

     SECTION  6.02  DIVIDENDS.  Declare  or  pay  any  dividends;  or  make  any
distribution  of  assets to its stockholders as such whether in cash, assets, or
obligations  of  the Company; or allocate or otherwise set apart any sum for the
payment of any dividend or distribution on; or permit any of its Subsidiaries to
purchase  or  otherwise  acquire  for  value any stock of the Company or another
Subsidiary.

     SECTION  6.03.SALE  OF  ASSETS. Sell, lease, assign, transfer, or otherwise
dispose  of,  or  permit  any  Subsidiary  to  sell, lease, assign, transfer, or
otherwise  dispose  of,  any  of  its  now  owned  or  hereafter acquired assets
(including,  without  limitation,  shares  of  stock  and  indebtedness  of
Subsidiaries,  receivables,  and  leasehold  interests),  except:  (1) inventory
disposed  of  in  the  ordinary  course  of  business;  (2)  the  sale  or other
disposition  of  assets no longer used or useful in the conduct of its business;
and  (3)  that any Subsidiary may sell, lease, assign, or otherwise transfer its
assets  to  the  Company.

     SECTION  6.04  TRANSACTIONS  WITH  AFFILIATES.  Enter into any transaction,
including,  without  limitation,  the purchase, sale, or exchange of property or
the  rendering  of  any service, with any Affiliate, or permit any Subsidiary to
enter  into  any transaction, including, without limitation, the purchase, sale,
or  exchange  of  property  or the rendering of any service, with any Affiliate,
except  in the ordinary course of and pursuant to the reasonable requirements of
the  Company's  or such Subsidiary's business and upon fair and reasonable terms
no  less  favorable  to  the  Company  or such Subsidiary than would obtain in a
comparable  arm's-length  transaction  with  a  Person  not  an  Affiliate.

                                   ARTICLE VII
                              CORPORATE GOVERNANCE

     So  long as the Debenture is outstanding, or the Warrant has not been fully
exercised  or  expired,  Company  will  ensure that the following are fulfilled:

     SECTION  7.01.  BOARD  OF  DIRECTORS.  The Company will have and maintain a
board  of  directors  of  not  less  than  two  members.  The Company's board of
directors  shall  meet  not  less  frequently  than  quarterly. The Company will
appoint  and  elect  a  representative  of  the Purchaser to the Company's Board
within  30  days  of  the  Closing  Date  and to nominate the representative for
election  to  the Company's board of directors annually until the representative
delivers  to  the  Company  a  written  resignation  from the Company's board of
directors.

     SECTION  7.02.  AUDIT  COMMITTEE.  Within  60  days, the Company's board of
directors shall appoint an Audit Committee of not less than three members and no
more  than  one (1) of the members of the Audit Committee shall be an officer or
employee  of  or  contractor  or  consultant to the Company. The Audit Committee
shall  meet not less frequently than quarterly. The Audit Committee shall review
the  Company's  financial  statements  for  accuracy  and  completeness at least
quarterly  and  before  their  release.  The Audit Committee shall meet with the

<PAGE>

Company's  independent  accountants  prior  to  and  immediately  following  the
Company's  annual  audit,  and  such  other  times  as the Audit Committee deems
necessary  to  assure  that  the  Company's  financial  statements are accurate,
complete  and  in  accordance  with  GAAP,  and  to  insure that the Company has
adequate  financial  and reporting policies, procedures, systems and controls in
place.

                                  ARTICLE VIII
                                EVENTS OF DEFAULT

     SECTION  8.01.  EVENTS  OF  DEFAULT.  If  any of the following events shall
occur:

     (1)  The  Company  should fail to pay the principal of, or interest payable
pursuant  to  the  Debenture, or any amount of a commitment or other fee, as and
when  due  and  payable;

     (2)  Any  representation  or warranty made or deemed made by the Company in
this  Agreement  or which is contained in any certificate, document, opinion, or
financial  or  other statement furnished at any time under or in connection with
any  Transaction  Document  shall  prove  to have been incorrect, incomplete, or
misleading  in  any  material  respect on or as of the date made or deemed made;

     (3)  The  Company  shall  fail to perform or observe any term, covenant, or
agreement  contained  in  Articles  V,  VI,  or  VII  hereof;

     (4)  The  Company  or  any  of  its  Subsidiaries shall (a) fail to pay any
indebtedness  for  borrowed money of the Company or such Subsidiary, as the case
may  be,  or  any  interest  or  premium thereon, when due (whether by scheduled
maturity,  required prepayment, acceleration, demand, or otherwise), or (b) fail
to  perform  or  observe  any  term,  covenant,  or  condition on its part to be
performed or observed under any agreement or instrument whose value is in excess
of  Ten  Thousand  ($10,000)  Dollars  relating  to  any such indebtedness, when
required  to  be performed or observed, if the effect of such failure to perform
or  observe is to accelerate, or to permit the acceleration of, after the giving
of  notice  or  passage  of  time,  or  both, the maturity of such indebtedness;

     (5)  The Company or any of its Subsidiaries (a) shall generally not pay, or
shall be unable to pay, or shall admit in writing its inability to pay its debts
as  such  debts  become  due; or (b) shall make an assignment for the benefit of
creditors,  or  petition  or  apply  to  any  tribunal  for the appointment of a
custodian,  receiver,  or trustee for it or a substantial part of its assets; or
(c)  shall  commence  any  proceeding  under  any  bankruptcy,  reorganization,
arrangement, readjustment of debt, dissolution, or liquidation law or statute of
any  jurisdiction, whether now or hereafter in effect; or (d) shall have had any
such  petition  or application filed or any such proceeding commenced against it
in  which  an  order  for relief is entered or an adjudication or appointment is
made, and which remains undismissed for a period of thirty (30) days or more; or
(e)  shall  take any corporate action indicating its consent to, approval of, or
acquiescence  in any such petition, application, proceeding, or order for relief
or  the  appointment  of  a  custodian,  receiver,  or  trustee  for  all or any
substantial  part of its properties; or (f) shall suffer any such custodianship,
receivership,  or  trusteeship  to  continue undischarged for a period of thirty
(30)  days  or  more;

     (6)  One  or more judgments, decrees, or orders for the payment of money in
excess  of  Twenty  five  Thousand  Dollars  ($25,000) in the aggregate shall be
rendered  against  the  Company  or  any of its Subsidiaries and such judgments,
decrees,  or orders shall continue unsatisfied and in effect for a period of  30
consecutive  days  without  being  vacated,  discharged, satisfied, or stayed or
bonded  pending  appeal;

     (8)  Any  of  the following events shall occur or exist with respect to the
Company  and  any  Commonly  Controlled Entity under ERISA: any Reportable Event
shall  occur;  complete  or partial withdrawal from any Multiemployer Plan shall
take  place;  any  Prohibited  Transaction  shall  occur;  a notice of intent to
terminate a Plan shall be filed, or a Plan shall be terminated; or circumstances
shall exist which constitute grounds entitling the PBGC to institute proceedings
to  terminate  a Plan, or the PBGC shall institute such proceedings; and in each
case  above,  such  event  or  condition,  together  with  all  other  events or
conditions,  if  any,  could  subject  the Company to any tax, penalty, or other
liability  which  in  the  aggregate  may  exceed  Twenty  five Thousand Dollars
($25,000);  or

     (9)  If the Purchaser receives its first notice of a hazardous discharge or
an  environmental  complaint  from  a  source  other  than  the Company, and the
Purchaser  does  not  receive  notice (which may be given in oral form, provided
same  is  followed  with  all  due dispatch by written notice given by Certified
Mail,  Return  Receipt  Requested)  of such hazardous discharge or environmental
complaint  from  the  Company  within  twenty-four  (24)  hours  of the time the

<PAGE>

Purchaser first receives said notice from a source other than the Company; or if
any federal, state, or local agency asserts or creates a Lien upon any or all of
the  assets, equipment, property, leaseholds, or other facilities of the Company
by  reason  of  the  occurrence  of  a  hazardous  discharge or an environmental
complaint; or if any federal, state, or local agency asserts a claim against the
Company  and/or its assets, equipment, property, leaseholds, or other facilities
for  damages  or  cleanup  costs  relating  to  a  hazardous  discharge  or  an
environmental complaint; provided, however, that such claim shall not constitute
a default if, within five (5) Business Days of the occurrence giving rise to the
claim,  (a)  the  Company  can  prove  to  the Purchaser's satisfaction that the
Company  has  commenced  and  is  diligently  pursuing  either:  (i)  a  cure or
correction of the event which constitutes the basis for the claim, and continues
diligently  to  pursue such cure or correction to completion or (ii) proceedings
for  an  injunction,  a  restraining order, or other appropriate emergent relief
preventing  such  agency  or agencies from asserting such claim, which relief is
granted within ten (10) Business Days of the occurrence giving rise to the claim
and  the  injunction,  order,  or  emergent relief is not thereafter resolved or
reversed  on  appeal; and (b) in either of the foregoing events, the Company has
posted  a  bond,  letter  of  credit,  or  other  security satisfactory in form,
substance,  and  amount to both the Purchaser and the agency or entity asserting
the  claim  to  secure  the  proper and complete cure or correction of the event
which  constitutes  the  basis  for  the claim; then, and in any such event, the
Purchaser  may,  by notice to the Company, (1) declare its obligation to advance
funds  pursuant  to  the  Debenture  be  terminated,  whereupon  the  same shall
forthwith  terminate,  and  (2) declare the Debenture, all interest thereon, and
all  other amounts payable under this Agreement to be forthwith due and payable,
whereupon  the  Debenture,  all such interest, and all such amounts shall become
and  be  forthwith  due  and  payable,  without presentment, demand, protest, or
further  notice  of  any  kind,  all of which are hereby expressly waived by the
Company.

     (10)  The  Company  shall  fail to perform or observe any of the provisions
contained  in  any other section of this Agreement, the Debenture, or any of the
Transaction Documents, and such failure shall continue for more than thirty (30)
days  after  the  Purchaser  has  given  written  notice  to  the  Company.

     SECTION  8.02.  REMEDIES. Upon the occurrence and during the continuance of
any  Event  of Default as set out in Section 8.01, or in the Debenture, then, or
at  any  thereafter,  and  in  each and every case, the Purchaser shall have the
rights  and  remedies  as  set  out  in  Paragraph  9  of  the  Debenture.

                                   ARTICLE IX
                    PURCHASER'S REPRESENTATIONS & WARRANTIES

     SECTION 9.01. UNREGISTERED SECURITIES. The Purchaser acknowledges that none
of  the Debenture, the Warrant, the Placement Warrant, the Debenture Shares, the
Warrant  Shares,  or the Placement Warrant Shares have been registered under the
Securities Act and unless so registered may not be offered or sold in the United
States  or  to  U.S.  persons,  as that term is defined in Regulations under the
Securities  Act,  except  pursuant to an exemption from, or in a transaction not
subject  to  the  registration  requirements  of  the  Securities  Act.

     SECTION  9.02. U.S NON-RESIDENT. The Purchaser is outside the United States
when  receiving  and  executing  this Agreement, is not a U.S. person and is not
acquiring  the  Debenture,  the  Warrant  Placement  and/or  the Warrant for the
account  of  or  benefit  of,  directly  or  indirectly,  a  U.S.  person.

     SECTION  9.03.  PURCHASER  AS  PRINCIPAL.  The  Purchaser  is acquiring the
Debenture,  the  Warrant,  and  the  Placement  Warrant as principal for its own
account  for  investment  purposes  only  and not with a view to, or for resale,
distribution  or  fractionalization  thereof,  in  whole  or  in  part.

     SECTION  9.04.  LEGENDED  SECURITIES.  The  Purchaser acknowledges that the
unless  registered  under  the  Securities  Act, the Debenture, the Warrant, the
Placement  Warrant,  the  Debenture Shares, the Warrant Shares and the Placement
Warrant Shares will be restricted from transfer under the Securities Act and the
certificate  representing such securities may bear a legend with respect to such
restriction.

     SECTION 9.05. CANADIAN RESALE RESTRICTIONS. The Purchaser acknowledges that
the  Company  is  not currently a reporting issuer in any jurisdiction in Canada
nor  does  it  have  any  current  intention  to  become one and as a result the
Debenture,  the  Warrant,  the  Debenture  Shares,  the  Warrant Shares, and the
Placement  Warrant  Shares and may be subject to indefinite resale restrictions.

<PAGE>


                                    ARTICLE X
                                  MISCELLANEOUS

     SECTION 10.01. AMENDMENTS, ETC. No amendment, modification, termination, or
waiver  of  any  provision of any Transaction Document to which the Company is a
party, nor consent to any departure by the Company from any Transaction Document
to which it is a party, shall in any event be effective unless the same shall be
in writing and signed by the Purchaser, and then such waiver or consent shall be
effective  only  in the specific instance and for the specific purpose for which
given.

     SECTION  10.02. NOTICES, ETC. All notices and other communications provided
for  under this Agreement and under the other Transaction Documents to which the
Company  is  a  party  shall  be  in  writing (including telegraphic, telex, and
facsimile  transmissions)  and  mailed  or  transmitted  or  delivered;

If to the Company:               If  to  the  Purchaser:
Efinancial Depot.Com, Inc.       Oxford  Capital  Corp.
150-1875 Century Park East       c/o  1013-17th  Avenue  S.W.
Century  City  California        Calgary, Alberta
90067                            T2T 0A7
                                 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,                    Ian H. Kennedy,
Barristers  &  Solicitors        Barrister & Solicitor
800-885  W.Georgia  St.          1013  -  17th  Avenue
Vancouver,Canada                 Calgary,  Alberta
V6C  3H1                         T2T  0A7
Attention:  David  Cowan         Attn:  Ian  H.  Kennedy
Tel:  (604)  643-3178            Tel:  (403)  508-5055
Fax:  (604)  687-6314            Fax:  (403)  508-5058

;  or,  as  to  each party, at such other address as shall be designated by such
party  in  a written notice to the other party complying as to delivery with the
terms of this Section 10.02. Except as otherwise provided in this Agreement, all
such  notices  and communications shall be effective when deposited in the mails
or  delivered  to  the  telegraph  company,  or  sent,  answerback  received,
respectively,  addressed  as  aforesaid,  except  that  notices to the Purchaser
pursuant  to  the provisions of Article II shall not be effective until received
by  the  Purchaser.

     SECTION  10.03. NO WAIVER. No failure or delay on the part of the Purchaser
in  exercising  any  right, power, or remedy hereunder shall operate as a waiver
thereof;  nor  shall any single or partial exercise of any such right, power, or
remedy  preclude  any  other  or further exercise thereof or the exercise of any
other right, power, or remedy hereunder. The rights and remedies provided herein
are  cumulative,  and are not exclusive of any other rights, powers, privileges,
or  remedies,  now  or  hereafter  existing,  at  law or in equity or otherwise.

     SECTION 10.04. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon
and  inure  to the benefit of the Company and the Purchaser and their respective
successors  and  assigns, except that the Company may not assign or transfer any
of  its  rights  under  any Transaction Document to which the Company is a party
without  the  prior  written  consent  of  the  Purchaser.

     SECTION  10.05.  COSTS,  EXPENSES,  AND TAXES. The Company agrees to pay on
demand  all  costs and expenses incurred by the Purchaser in connection with the
preparation,  execution, delivery, filing, and administration of the Transaction
Documents,  and of any amendment, modification, or supplement to the Transaction
Documents, including, without limitation, the fees and out-of-pocket expenses of
counsel  for the Purchaser incurred in connection with advising the Purchaser as

<PAGE>

to its rights and responsibilities hereunder up to $10,000 USD. The Company also
agrees  to  pay  all such costs and expenses, including court costs, incurred in
connection  with  enforcement  of  the  Transaction Documents, or any amendment,
modification,  or supplement thereto, whether by negotiation, legal proceedings,
or  otherwise.  In  addition,  the Company shall pay any and all stamp and other
taxes  and  fees  payable  or  determined  to  be payable in connection with the
execution,  delivery,  filing, and recording of any of the Transaction Documents
and  the  other  documents to be delivered under any such Transaction Documents,
and  agrees  to  hold  the  Purchaser  harmless  from  and  against  any and all
liabilities with respect to or resulting from any delay in paying or omission to
pay  such  taxes  and  fees.  This  provision  shall survive termination of this
Agreement.

     SECTION  10.06.  INTEGRATION.  This Agreement and the Transaction Documents
contain  the entire agreement between the parties relating to the subject matter
hereof  and  supersede  all  oral  statements  and  prior  writings with respect
thereto.

SECTION  10.07.  INDEMNITY.  The Company hereby covenants and agrees to protect,
indemnify  and  hold  harmless  the  Purchaser  and  its  directors,  officers,
employees, solicitors, agents, affiliates, assignees, transferees and successors
in  interest  (individually,  an  "Indemnified  Party"  and,  collectively,  the
"Indemnified  Parties")  from  and  against all losses, claims, expenses, costs,
damages or liabilities, whether joint or several (including the aggregate amount
paid  in  reasonable  settlement  of  any actions, suits, proceedings or claims)
which  they  may  suffer or incur caused by or arising directly or indirectly by
reason of: (a) any information or statement (except any information or statement
relating solely to the Purchaser) contained in the Registration Statements being
or  being  alleged  to  be a misrepresentation; (b) the omission to state in the
Registration  Statements,  or  any  amendment  to  such document a material fact
required  to  be  stated therein or necessary to make the statements therein not
misleading  (except the omission to state a material fact relating solely to the
Purchaser); (c) the Company not complying with any requirement of any securities
legislation  or  regulatory requirements of any jurisdiction in which Purchasers
reside  in  connection  with  the  Debenture,  the  Warrant and the Common Stock
underlying  the  Debenture  and  the Warrant; (d) any order made or any inquiry,
investigation  or proceeding commenced or threatened by any regulatory authority
based  upon  an  allegation that any untrue statement or alleged omission or any
misrepresentation or alleged misrepresentation in the Registration Statements or
any  amendment  to  such  document  exists  (except  information  and statements
relating  solely to the Purchaser) which prevents or restricts the trading in of
the  Common  Stock  under  Canadian  or US law; (e) the inaccuracy of any of the
Company's  representations  or  warranties  contained  in any of the Transaction
Documents;  and  (e) the Company's failure to comply with any of its obligations
contained  in  any  of  the  Transaction  Documents.

If any action or claim shall be asserted against an Indemnified Party in respect
of  which  indemnity  may  be sought from the Company pursuant to the provisions
hereof, or if any potential claim contemplated by this section shall come to the
knowledge  of  an Indemnified Party, the Indemnified Party shall promptly notify
the  Company in writing of the nature of such action or claim (provided that any
failure  to  so  notify  shall  not  affect  the  Company's liability under this
paragraph  unless  such  delay  has  prejudiced  the defense to such claim). The
Company  shall  be  entitled  but  not  obliged  to participate in or assume the
defense  thereof,  provided,  however  that  the  defense shall be through legal
counsel  acceptable  to  the Indemnified Party, acting reasonably.  In addition,
the  Indemnified  Party  shall also have the right to employ separate counsel in
any such action and participate in the defense thereof, and the fees and expense
of  such  counsel  shall  be  borne  by  the  Indemnified  Party  unless (i) the
employment  thereof  has been specifically authorized in writing by the Company;
(ii)  the  Indemnified  Party  has  been  advised  by  counsel acceptable to the
Company,  acting  reasonably,  that  representation  of  the  Company  and  the
Indemnified  Party  by  the same counsel would be inappropriate due to actual or
potential  differing  interests  between  them;  or (iii) the Company has failed
within  a  reasonable  time  after  receipt of such written notice to assume the
defense  of  such action or claim.  It is understood and agreed that the Company
shall  not,  in connection with any suit in the same jurisdiction, be liable for
the  legal  fees  and expenses of more than one separate legal firm to represent
the  Indemnified Parties.  Neither party shall effect any settlement of any such
action  or  claim or make any admission of liability without the written consent
of  the  other  party,  such consent not to be unreasonably withheld or delayed.
The  indemnity  hereby  provided  for  shall remain in full force and effect and
shall  not  be  limited  to or affected by any other indemnity in respect of any
matters  specified  in  this  section obtained by the Indemnified Party from any
other  person.

To  the  extent that any Indemnified Party is not a party to this Agreement, the
Purchaser  shall  obtain and hold the right and benefit of this section in trust
for  and  on  behalf  of  such Indemnified Party.  The Company hereby waives its
right  to  recover contribution from the Purchaser with respect to any liability
of the Company by reason of or arising out of any misrepresentation contained in

<PAGE>

any  Registration  Statement  or  any amendment thereto; provided, however, that
such waiver shall not apply in respect of liability caused or incurred by reason
of  or  arising out of any misrepresentation which is based upon or results from
information  relating  solely  to  the  Purchaser  contained  in  such document.

     The  Company hereby consents to personal jurisdiction and service and venue
in any court in which any claim which is subject to indemnification hereunder is
brought  against the Purchaser or any Indemnified Party and to the assignment of
the  benefit  of  this  section  to  any  Indemnified  Party  for the purpose of
enforcement  provided  that  nothing  herein  shall limit the Company's right or
ability  to  contest the appropriate jurisdiction or forum for the determination
of  any  such  claims.

     SECTION 10.08 GOVERNING LAW; JURISDICTION. This Agreement and the Debenture
shall be governed by, and construed in accordance with, the laws of the State of
Delaware. The courts of the State of Delaware, shall have exclusive jurisdiction
and  venue  for the adjudication of any civil action between them arising out of
relating  to this Agreement, and hereby irrevocably consent to such jurisdiction
and  venue.

     SECTION 10.09. SEVERABILITY OF PROVISIONS. Any provision of any Transaction
Document  which  is prohibited or unenforceable in any jurisdiction shall, as to
such  jurisdiction,  be  ineffective  to  the  extent  of  such  prohibition  or
unenforceability  without  invalidating  the  remaining  provisions  of  such
Transaction  Document  or  affecting  the  validity  or  enforceability  of such
provision  in  any  other  jurisdiction.

     SECTION  10.10.  HEADINGS.  Article and Section headings in the Transaction
Documents  are  included  in  such  Transaction Documents for the convenience of
reference  only  and  shall  not constitute a part of the applicable Transaction
Documents  for  any  other  purpose.

     SECTION  10.11.  CURRENCY.  Unless  otherwise  specifically  stated  to the
contrary,  all  currency  and  dollar  amounts  stated herein is currency of the
United  States  of  America.

IN  WITNESS  WHEREOF,  the  parties have caused this Agreement to be executed by
their  respective officers thereunto duly authorized, as of the date first above
written.


THE  COMPANY:                         THE  PURCHASER:

EFINANCIAL  DEPOT.COM,  INC.          OXFORD  CAPITAL  CORP.


By  /s/  John  Huguet                 By  /s/  Riaz Mamdani
   ------------------                     -----------------
Chairman  and  CEO                        Chief Financial  Officer

Date  signed:  January  ,  2000.          Dated  signed:  January  ,  2000.

<PAGE>
                               Exhibit A - Page 1
                                    EXHIBIT A
                                FORM OF DEBENTURE

<PAGE>
                               Exhibit B - Page 1
                                    EXHIBIT B
                                 FORM OF WARRANT

<PAGE>
                               Exhibit C - Page 1
                                    EXHIBIT C
                      FORM OF REGISTRATION RIGHTS AGREEMENT

<PAGE>
                               Exhibit D - Page 1
                                    EXHIBIT D
                            FORM OF ESCROW AGREEMENT

<PAGE>
                               Exhibit E - Page 1
                                    EXHIBIT E
                              FORM OF LEGAL OPINION
                              OF COMPANY'S COUNSEL