REGISTRATION RIGHTS AGREEMENT

     THIS  REGISTRATION RIGHTS AGREEMENT ("Agreement"), is made and entered into
as  of February 2, 2000 (the "Closing Date"), by and among EFINANCIAL DEPOT.COM,
INC.  a Delaware corporation (the "Company"), and OXFORD CAPITAL CORP., a Cayman
Island corporation, as investor (the "Investor"). Capitalized terms used in this
Agreement  and  not otherwise defined herein shall have the meanings ascribed to
them in the Debenture Purchase Agreement and the Purchaser Warrants as described
below.
                                   BACKGROUND

     The Company has agreed, upon the terms and subject to the conditions of the
Debenture Purchase Agreement, to issue and sell to the Investor a 6% convertible
debenture  in the principle amount of $2,500,000 USD,  due February 2, 2003 (the
"Debenture"),  a warrant (the "Purchaser Warrant") to purchase 250,000 shares in
the  Common  Stock of the Company at a price of $5.00 USD per share, exercisable
on  or  before  February  2,  2002,  and a placement agents warrant (the "Agents
Warrant")  to purchase 50,000 shares of the Common Stock at an exercise price of
$5.00  per  share  on the later of (i) February 2, 2001 or (ii) the twelve month
anniversary  date  of  the  effective  registration  of  the  Agent  Shares. The
Debenture,  the  Warrant  and  the  Agents  Warrant are hereinafter collectively
referred  to  as  the  "Purchased Securities." The Debenture is convertible into
shares  of  the  Company's  common  stock at a conversion price equal to the the
lesser  of  (i)  80%  of the 5 day average closing bid price of the common stock
prior  to  the  Conversion  Date or (ii) $5.00; in no event shall the conversion
price  be  less  than  $3.00.  The  Common Stock issuable upon conversion of the
Debenture  is  hereinafter  called  the "Debenture Shares," and the Common Stock
issuable  upon  exercise  of  the  Warrant  is  hereinafter  called the "Warrant
Shares,"and  the  Common  Stock  issuable upon exercise of the Agents Warrant is
hereinafter called the "Agent Shares." To induce Investor to purchase Debenture,
the  Company  has agreed to file a Registration Statement covering the Debenture
Shares,  the  Warrant  Shares  and  the Agent Shares under the Securities Act of
1933,  as  amended,  and  the  rules  and regulations thereunder, or any similar
successor  statute  (collectively,  the  "1933  Act"),  and  applicable  state
securities  laws.

                                    AGREEMENT

     For and in consideration of the premises and the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of
which  are  hereby  acknowledged,  the  Company and the Investor hereby agree as
follows:
     SECTION  1.     DEFINITIONS.
     As  used  in  this Agreement, the following capitalized terms are used with
the  meanings  hereinafter  described:
     (a)     "INVESTOR"  means  Oxford  Capital  Corp.  and  any  transferee  or
assignee  thereof  to  whom the Investor assigns its rights under this Agreement
and who agrees to become bound by the provisions of this Agreement in accordance
with  Section  9.
(b)     "PERSON"  means  a  corporation,  a  limited  liability  company,  an
association,  a  partnership,  an  organization,  a  business,  an individual, a
governmental  or  political  subdivision  thereof,  or  a  governmental  agency.
(c)     "REGISTER,"  "REGISTERED,"  and  "REGISTRATION"  refer to a registration
effected  by  preparing  and  filing  one  or  more  Registration  Statements in
compliance  with the 1933 Act and pursuant to Rule 415 under the 1933 Act or any
successor  rule  providing  for offering securities on a continuous basis ("Rule
415"),  and  the  declaration  or ordering of effectiveness of such Registration
Statement(s)  by  the  United  States  Securities  and  Exchange Commission (the
"SEC").

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(d)     "REGISTRABLE  SECURITIES"  means  the Debenture, the Warrant, the Agents
Warrant  and  any shares of capital stock issued or issuable with respect to the
Debenture Shares, the Warrant Shares, or the Agent Shares including those shares
registrable  as  a  result of any stock split, stock dividend, recapitalization,
exchange,  or  similar  event.
(e)     "REGISTRATION  STATEMENT"  means a registration statement of the Company
filed  under  the  1933  Act.
     Capitalized  terms  used herein and not otherwise defined herein shall have
the  respective  meanings  set  forth  in  the  Debenture  Purchase  Agreement.
     SECTION  2.     REGISTRATION.
     (a)     MANDATORY  REGISTRATION.  The  Company  shall prepare and file with
the  SEC  a Registration Statement or Registration Statements (as are necessary)
in such form as is available for such a registration, covering the issuance (and
resale,  if  required by the SEC as a condition of effectiveness) of 200% of the
Debenture  Shares and 100% of both the Warrant Shares and Agent Shares, by March
31,  2000  (the  "Filing  Deadline").  The  Company  shall have the Registration
Statement  declared  effective  by  the  SEC  by May 31, 2000 (the "Registration
Deadline").  The  Company  shall  permit  the  registration  statement to become
effective  within  five  (5) business days after receipt of a "no review" notice
from  the  SEC.  Such Registration Statement shall be kept current and effective
for  a  period  thirty  (30)  days following the last to occur of (i) the day on
which  the  all of the Debenture have been fully converted or paid, and (ii) the
Warrant  expires  or  becomes fully exercised.  If a Registration Statement with
respect  to  the  Registrable  Securities  is  not effective on the Registration
Deadline  date,  the  Company  agrees to and shall pay liquidated damages to the
Investor  in  an  amount  equal  to  2% per every 30 day period of the principal
amount  of  the  Debenture until the Registration Statement is effective, or pro
rata  portion  thereof.
(b)     UNDERWRITTEN  OFFERING.  If  any  offering  pursuant  to  a Registration
Statement  in  accordance  with Section 2(a), involves an underwritten offering,
the  Investor shall have the right to select one legal counsel and an investment
banker  or  bankers  and manager or managers to administer their interest in the
offering,  which  investment  banker  or bankers or manager or managers shall be
reasonably  satisfactory  to  the  Company.
(c)     PIGGY-BACK REGISTRATIONS.  If at any time prior to the expiration of the
Registration  Deadline  (as defined above) the Company proposes to file with the
SEC  a Registration Statement relating to an offering for its own account or the
account  of  others  under the 1933 Act, of any of its securities (other than on
Form  S-4  or  Form  S-8  or their then equivalents relating to securities to be
issued  solely  in  connection with any acquisition of any entity or business or
equity  securities  issuable  in  connection with stock option or other employee
benefit  plans) the Company shall promptly send to the Investor, who is entitled
to  registration  rights  under  Section  2(a)  written  notice of the Company's
intention  to  file  a Registration Statement and of the Investor's rights under
this  Section 2(c) and, if within twenty (20) days after receipt of such notice,
the  Investor  shall  so  request  in writing, the Company shall include in such
Registration  Statement  all  or  any  part  of  the  Registrable Securities the
Investor  requests  to  be  registered.  No right to registration of Registrable
Securities  under this Section 2(c) shall be construed to limit any registration
required  under Section 2(a).  The obligations of the Company under this Section
2(c)  may  be  waived by the Investor.  If the offering in connection with which
the  Investor  is  entitled  to  registration  under  this  Section  2(c)  is an
underwritten  offering,  then  the  Investor  whose  Registrable  Securities are
included  in  such  Registration Statement shall, unless otherwise agreed by the
Company,  offer and sell such Registrable Securities in an underwritten offering
using  the  same  underwriter  or underwriters and, subject to the provisions of
this Agreement, on the same terms and conditions as other shares of Common Stock
included  in  such  underwritten  offering.
     SECTION  3.     RELATED  OBLIGATIONS.
     Whenever  the  Investor  has  requested  that any Registrable Securities be
registered pursuant to Section 2(c), or at such time as the Company is obligated

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to  file  a  Registration  Statement  with the SEC pursuant to Section 2(a), the
Company  will use its best efforts to effect the registration of the Registrable
Securities  in  accordance  with the intended method of disposition thereof and,
pursuant  thereto,  the  Company  shall  have  the  following  obligations:
     (a)     The  Company  shall  promptly  prepare  and  file  with  the  SEC a
Registration  Statement  with respect to the Registrable Securities (on or prior
to  the  Registration  Deadline), for the registration of Registrable Securities
pursuant  to  Section  2(a)  and use its best efforts to cause such Registration
Statement(s)  relating  to Registrable Securities to become effective as soon as
possible  after  such  filing and in any event by the Registration Deadline, and
keep  the  Registration Statement(s) effective pursuant to Rule 415 at all times
until  the  later  of  (i) the date as of which the Investor may sell all of the
Registrable  Securities  without restriction pursuant to Rule 144(k) promulgated
under  the  1933  Act  (or  successor thereto) or (ii) the date on which (A) the
Investor  shall  have  sold  all  the Registrable Securities and (B) none of the
Debenture  are  outstanding  (both  (A)  and  (B)  together  defined  as  the
"Registration  Period"),  which  Registration  Statement(s)  (including  any
amendments  or supplements thereto and prospectuses contained therein) shall not
contain any untrue statement of a material fact or omit to state a material fact
required  to  be stated therein, or necessary to make the statements therein, in
light  of  the  circumstances  in  which  they  were  made,  not  misleading.
(b)     The  Company  shall  prepare  and  file  with  the  SEC  such amendments
(including  post-effective  amendments)  and  supplements  to  the  Registration
Statement(s)  and  the  prospectus(es)  used in connection with the Registration
Statement(s),  which  prospectus(es)  are  to  be  filed  pursuant  to  Rule 424
promulgated  under  the  1933  Act, as may be necessary to keep the Registration
Statement(s)  effective at all times during the Registration Period, and, during
such  period,  comply  with  the  provisions of the 1933 Act with respect to the
disposition  of  all  Registrable  Securities  of  the  Company  covered  by the
Registration  Statement(s) until such time as all of such Registrable Securities
shall  have  been  disposed  of  in  accordance  with  the  intended  methods of
disposition  by  the  seller or sellers thereof as set forth in the Registration
Statement(s).  In  the event the number of shares available under a Registration
Statement  filed  pursuant to this Agreement is insufficient to cover all of the
Registrable  Securities,  the Company shall amend the Registration Statement, or
file  a  new  Registration  Statement  (on the short form available therefor, if
applicable),  or both, so as to cover all of the Registrable Securities, in each
case,  as  soon  as practicable, but in any event within fifteen (15) days after
the necessity therefor arises (based on the market price of the Common Stock and
other  relevant  factors  on  which the Company reasonably elects to rely).  The
Company  shall  use  its  best  efforts  to  cause  such  amendment  and/or  new
Registration  Statement to become effective as soon as practicable following the
filing  thereof.  For  purposes  of  determining  the  sufficiency of the shares
available under a Registration Statement, any restrictions on the convertibility
of  the  Debenture  or  exercise  of  the  Warrant shall be disregarded and such
calculation  shall assume that the Debenture are then convertible into shares of
Common  Stock  at  the  then  prevailing  Conversion  Price  (as  defined in the
Debenture)  and  that  the  Warrant  are  exercised at the then current exercise
price.
     (c)     The  Company  shall  furnish  to  the  Investor  whose  Registrable
Securities  are included in the Registration Statement(s) and its legal counsel,
without  charge,  (i) promptly after the same is prepared and filed with the SEC
at  least  one  copy  of  the  Registration Statement and any amendment thereto,
including financial statements and schedules, all documents incorporated therein
by reference, and all exhibits, the prospectus(es) included in such Registration
Statement(s)  (including  each preliminary prospectus) and all correspondence by
or  on  behalf  of  the  Company  to  the  SEC  or  the staff of the SEC and all
correspondence  from  the  SEC  or  the  staff  of the SEC to the Company or its
representatives,  related  to  such  Registration  Statement(s),  (ii)  upon the
effectiveness  of  any Registration Statement, ten (10) copies of the prospectus
included  in  such  Registration  Statement  and  all amendments and supplements
thereto  (or  such  other  number  of  copies  as  such  Investor may reasonably
request),  and (iii) such other documents, including any preliminary prospectus,
as the Investor may reasonably request in order to facilitate the disposition of
the  Registrable  Securities  owned  by  such  Investor.
     (d)     The  Company  shall  use  reasonable  efforts  to  (i) register and
qualify  the  Registrable  Securities  covered  by the Registration Statement(s)

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under  such  other  securities  or  "blue sky" laws of such jurisdictions in the
United  States  as  any  Investor  reasonably requests, (ii) prepare and file in
those  jurisdictions,  such amendments (including post-effective amendments) and
supplements  to  such  registrations  and  qualifications as may be necessary to
maintain  the  effectiveness  thereof during the Registration Period, (iii) take
such  other  actions  as  may  be  necessary  to maintain such registrations and
qualifications  in  effect at all times during the Registration Period, and (iv)
take  all  other  actions  reasonably  necessary  or  advisable  to  qualify the
Registrable  Securities  for  sale in such jurisdictions; PROVIDED HOWEVER, that
the  Company  shall  not  be  required in connection therewith or as a condition
thereto  to  (A)  qualify  to do business in any jurisdiction where it would not
otherwise  be  required to qualify but for this Section 3(d) hereof, (B) subject
itself  to  general  taxation  in  any  such jurisdiction, or (C) file a general
consent  to  service  of  process  in  any such jurisdiction.  The Company shall
promptly  notify the Investor who holds Registrable Securities of the receipt by
the  Company  of  any  notification  with  respect  to  the  suspension  of  the
registration  or  qualification  of  any  of the Registrable Securities for sale
under the securities or "blue sky" laws of any jurisdiction in the United States
or  its  receipt  of  actual  notice  of  the  initiation  or threatening of any
proceeding  for  such  purpose.
(e)     As promptly as practicable after becoming aware of the above events, the
Company  shall  notify the Investor in writing of the happening of any event, of
which  the  Company has knowledge, as a result of which, the prospectus included
in  a Registration Statement, as then in effect, includes an untrue statement of
a  material  fact  or  omission  to  state a material fact required to be stated
therein  or  necessary  to  make  the  statements  therein,  in  light  of  the
circumstances under which they were made, not misleading, and promptly prepare a
supplement  or  amendment  to  the Registration Statement to correct such untrue
statement  or  omission,  and  deliver  ten  (10)  copies  of such supplement or
amendment  to  the Investor (or such other number of copies as such Investor may
reasonably  request).  The  Company  shall  also promptly notify the Investor in
writing  (i)  when  a  prospectus or any prospectus supplement or post-effective
amendment  has  been  filed,  and  when  a  Registration  Statement  or  any
post-effective  amendment  has  become  effective  (notification  of  such
effectiveness shall be delivered to the Investor by facsimile on the same day of
such  effectiveness  and  by overnight mail), (ii) of any request by the SEC for
amendments  or  supplements to a Registration Statement or related prospectus or
related  information, and (iii) of the Company's reasonable determination that a
post-effective  amendment  to  a  Registration  Statement  would be appropriate.
(e)     The  Company  shall  use its best efforts to prevent the issuance of any
stop  order or other suspension of effectiveness of a Registration Statement, or
the  suspension  of  the  qualification of any of the Registrable Securities for
sale  in  any  jurisdiction  and,  if  such an order or suspension is issued, to
obtain  the  withdrawal  of  such  order  or suspension at the earliest possible
moment,  and  to notify the Investor who holds Registrable Securities being sold
(and,  in  the  event of an underwritten offering, the managing underwriters) of
the  issuance of such order and the resolution thereof, or its receipt of actual
notice  of  the  initiation, or threatened initiation of any proceeding for such
purpose.
     (f)     The  Company shall permit the Investor a single firm of counsel, to
review  and  comment  upon  the Registration Statement(s) and all amendments and
supplements  thereto at least seven (7) days prior to their filing with the SEC,
and  not  file  any document in a form to which such counsel reasonably objects.
The  Company shall not submit a request for acceleration of the effectiveness of
a  Registration  Statement(s) or any amendment or supplement thereto without the
prior  approval  of  such  counsel,  which  consent  shall  not  be unreasonably
withheld.
     (g)     At  the  request of the Investor, the Company shall furnish, on the
date  that  Registrable  Securities are delivered to an underwriter, if any, for
sale  in  connection  with  the  Registration  Statement  (i)  if required by an
underwriter, a letter, dated such date, from the Company's independent certified
public  accountants in form and substance as is customarily given by independent
certified public accountants to underwriters in an underwritten public offering,
addressed  to  the  underwriters, and (ii) an opinion, dated as of such date, of
counsel representing the Company for purposes of such Registration Statement, in
form,  scope,  and  substance  as is customarily given in an underwritten public
offering,  addressed  to  the  underwriters  and  the  Investor.

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(h)     The  Company  shall  make  available for inspection by (i) the Investor,
(ii) any underwriter participating in any disposition pursuant to a Registration
Statement,  (iii)  one firm of attorneys and one firm of accountants retained by
the  Investor,  and (iv) one firm of attorneys retained by all such underwriters
(collectively,  the "Inspectors") all pertinent financial and other records, and
pertinent  corporate  documents and properties of the Company (collectively, the
"Records"),  as shall be reasonably deemed necessary by each Inspector to enable
each  Inspector  to  exercise  its  due  diligence responsibility, and cause the
Company's officers, directors, and employees to supply all information which any
Inspector  may  reasonably  request  for purposes of such due diligence PROVIDED
HOWEVER,  that each Inspector shall hold in strict confidence and shall not make
any disclosure (except to an Investor) or use of any Record or other information
which  the  Company  determines  in  good faith to be confidential, and of which
determination  the Inspectors are so notified, unless (A) the disclosure of such
Records  is  necessary  to  avoid  or  correct a misstatement or omission in any
Registration  Statement  or  is  otherwise  required under the 1933 Act, (B) the
release  of such Records is ordered pursuant to a final, non-appealable subpoena
or  order  from a court or government body of competent jurisdiction, or (C) the
information  in  such  Records  has  been made generally available to the public
other  than  by  disclosure  in  violation  of this or any other agreement.  The
Investor  agrees that it shall, upon learning that disclosure of such Records is
sought  in  or  by  a  court  or  governmental body of competent jurisdiction or
through other means, give prompt notice to the Company and allow the Company, at
its  expense,  to  undertake  appropriate action to prevent disclosure of, or to
obtain  a  protective  order  for,  the  Records  deemed  confidential.
(i)     The  Company  shall  hold  in  confidence and not make any disclosure of
information  concerning  the  Investor  provided  to  the  Company  unless  (i)
disclosure  of  such  information  is  necessary to comply with federal or state
securities  laws,  (ii) the disclosure of such information is necessary to avoid
or  correct  a misstatement or omission in any Registration Statement, (iii) the
release  of  such  information is ordered pursuant to a subpoena or other final,
non-appealable  order  from  a  court  or  governmental  body  of  competent
jurisdiction,  or (iv) such information has been made generally available to the
public  other  than  by  disclosure in violation of this or any other agreement.
The  Company  agrees  that  it  shall,  upon  learning  that  disclosure of such
information  concerning  an  Investor is sought in or by a court or governmental
body  of  competent  jurisdiction  or  through  other means, give prompt written
notice  to  such Investor and allow such Investor, at the Investor's expense, to
undertake appropriate action to prevent disclosure of, or to obtain a protective
order  for,  such  information.
(j)     The  Company shall use its best efforts either to secure designation and
quotation  of  all  the  Registrable  Securities  covered  by  the  Registration
Statement  on  the  OTC  BULLETIN  BOARD, and to arrange for at least two market
makers  to  register  with  the National Association of Securities Dealers, Inc.
("NASD") as such with respect to such Registrable Securities.  The Company shall
pay  all  fees  and  expenses in connection with satisfying its obligation under
this  Section  3(1).
(k)     The  Company  shall  cooperate  with  the  Investor  and,  to the extent
applicable,  any  managing underwriter or underwriters, to facilitate the timely
preparation  and  delivery  of certificates (not bearing any restrictive legend)
representing the Registrable Securities to be offered pursuant to a Registration
Statement  and  enable such certificates to be in such denominations or amounts,
as  the case may be, as the managing underwriter or underwriters, if any, or, if
there  is  no  managing underwriter or underwriters, the Investor may reasonably
request  and  registered  in  such  names  as  the  managing  underwriter  or
underwriters,  if  any, or the Investor may request.  Not later than the date on
which  any  Registration  Statement  registering  the  resale  of  Registrable
Securities  is  declared  effective,  the  Company shall deliver to its transfer
Investor  instructions,  accompanied  by  any  reasonably  required  opinion  of
counsel,  that  permit  sales  of unlegended securities in a timely fashion that
complies  with  then  mandated  securities settlement procedures for regular way
market  transactions.
(l)     The  Company  shall  take  all  other  reasonable  actions  necessary to
expedite  and  facilitate  disposition by the Investor of Registrable Securities
pursuant  to  a  Registration  Statement.

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(m)     The  Company  shall  provide  a transfer agent and registrar of all such
Registrable  Securities  not  later than the effective date of such Registration
Statement.
     (n)     If  requested  by  the  managing  underwriters or the Investor, the
Company  shall  immediately  incorporate  in  a  prospectus  supplement  or
post-effective  amendment  such information as the managing underwriters and the
Investor agrees should be included therein relating to the sale and distribution
of  Registrable  Securities,  including,  without  limitation,  information with
respect to the number of Registrable Securities being sold to such underwriters,
the purchase price being paid therefor by such underwriters, and with respect to
any  other  terms of the underwritten (or best efforts underwritten) offering of
the  Registrable  Securities  to  be  sold  in  such offering; make all required
filings  of  such  prospectus  supplement or post-effective amendment as soon as
notified  of  the  matters  to  be incorporated in such prospectus supplement or
post-effective  amendment; and supplement or make amendments to any Registration
Statement  if  requested by a shareholder or any underwriter of such Registrable
Securities.
     (o)     The  Company  shall  use  its best efforts to cause the Registrable
Securities  covered  by  the  applicable Registration Statement to be registered
with  or  approved  by such other governmental agencies or authorities as may be
necessary  to  consummate  the  disposition  of  such  Registrable  Securities.
(p)     The  Company  shall  otherwise  use  its best efforts to comply with all
applicable  rules and regulations of the SEC in connection with any registration
hereunder.
     SECTION  4.     OBLIGATIONS  OF  THE  INVESTOR.
     (a)     At  least seven (7) days prior to the first anticipated filing date
of  the Registration Statement, the Company shall notify the Investor in writing
of the information the Company requires from the Investor if the Investor elects
to  have  any  of  the  Investor's  Registrable  Securities  included  in  the
Registration Statement.  It shall be a condition precedent to the obligations of
the Company to complete the registration pursuant to this Agreement with respect
to  the  Registrable Securities of the Investor that such Investor shall furnish
to  the  Company  such  information regarding itself, the Registrable Securities
held by it, and the intended method of disposition of the Registrable Securities
held  by  it  as shall be reasonably required to effect the registration of such
Registrable Securities, and shall execute such documents in connection with such
registration  as  the  Company  may  reasonably  request.
(b)     The  Investor,  by  such  Investor's  acceptance  of  the  Registrable
Securities  agrees  to cooperate with the Company as reasonably requested by the
Company  in  connection  with  the  preparation  and  filing of the Registration
Statement(s) hereunder, unless such Investor has notified the Company in writing
of  such  Investor's  election  to  exclude  all  of such Investor's Registrable
Securities  from  the  Registration  Statement.
(c)     In  the  event  the  Investor is determined to engage the services of an
underwriter,  the  Investor  agrees  to  enter  into  and perform the Investor's
obligations  under  an  underwriting  agreement,  in  usual  and customary form,
including,  without  limitation,  customary  indemnification  and  contribution
obligations,  with the managing underwriter of such offering and take such other
actions  as  are  reasonably  required  in  order  to expedite or facilitate the
disposition  of  the  Registrable  Securities, unless such Investor notifies the
Company in writing of such Investor's election to exclude all of such Investor's
Registrable  Securities  from  the  Registration  Statement(s).
(d)     The Investor agrees that, upon receipt of any notice from the Company of
the  happening of any event of the kind described in Section 3(d), such Investor
will  immediately  discontinue disposition of Registrable Securities pursuant to
the  Registration  Statement(s)  covering  such Registrable Securities until the
Investor's  receipt  of  the  copies  of  the supplemented or amended prospectus
contemplated  by  Section  3(e) and, if so directed by the Company, the Investor
shall  deliver  to  the  Company  (at the expense of the Company) or destroy all
copies  in  such  Investor's  possession,  of  the  prospectus  covering  such
Registrable  Securities  current  at  the  time  of  receipt  of  such  notice.

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(e)     The  Investor  may  not  participate  in  any  underwritten registration
hereunder  unless  such  Investor  (i) agrees to sell the Investor's Registrable
Securities on the basis provided in any underwriting arrangements (ii) completes
and  executes  all questionnaires, powers of attorney, indemnities, underwriting
agreements,  and  other  documents  reasonably  required under the terms of such
underwriting  arrangements,  and  (iii)  agrees to pay its pro rata share of all
underwriting  discounts  and  commissions.
     SECTION  5.     EXPENSES  OF  REGISTRATION.
     All reasonable expenses, other than underwriting discounts and commissions,
incurred  in  connection with registrations, filings, or qualifications pursuant
to  Sections  2  and 3, including, without limitation, all registration, listing
and  qualifications  fees, printers and printing fees, accounting fees, fees and
disbursements  of  counsel  for  the  Company  and  $1,000.00  USD  of  fees and
disbursements  of  one  counsel for the Investor, shall be borne by the Company.
     SECTION  6.     INDEMNIFICATION.
     In  the  event  any  Registrable  Securities are included in a Registration
Statement  under  this  Agreement:
     (a)     To  the  fullest  extent  permitted  by  law, the Company will, and
hereby  does,  indemnify,  hold harmless, and defend the Investor who holds such
Registrable  Securities,  the directors, officers, partners, employees, and each
Person,  if any, who controls the Investor within the meaning of the 1933 Act or
the  Securities  Exchange  Act  of  1934,  as  amended (the "1934 Act"), and any
underwriter (as defined in the 1933 Act) for the Investor, and the directors and
officers  of, and each Person, if any, who controls, any such underwriter within
the  meaning  of  the  1933 Act or the 1934 Act (each, an "Indemnified Person"),
against  any  losses, claims, damages, liabilities, judgments, fines, penalties,
charges,  costs,  attorneys' fees, amounts paid in settlement or expenses, joint
or  several  (collectively,  "Claims")  incurred in investigating, preparing, or
defending any action, claim, suit, inquiry, proceeding, investigation, or appeal
taken from the foregoing by or before any court or governmental, administrative,
or  other  regulatory  agency,  body  or the SEC, whether pending or threatened,
whether  or  not an indemnified party is or may be a party thereto ("Indemnified
Damages"),  to  which  any of them may become subject insofar as such Claims (or
actions  or  proceedings,  whether  commenced or threatened, in respect thereof)
arise  out  of  or  are  based upon:  (i) any untrue statement or alleged untrue
statement  of  a material fact in a Registration Statement or any post-effective
amendment  thereto or in any filing made in connection with the qualification of
the  offering  under the securities or other "blue sky" laws of any jurisdiction
in which Registrable Securities are offered ("Blue Sky Filing"), or the omission
or  alleged  omission  to state a material fact required to be stated therein or
necessary  to  make  the statements therein, in light of the circumstances under
which  the  statements  therein  were  made,  not  misleading,  (ii)  any untrue
statement  or  alleged  untrue  statement  of  a  material fact contained in any
preliminary  prospectus if used prior to the effective date of such Registration
Statement,  or contained in the final prospectus (as amended or supplemented, if
the  Company  files any amendment thereof or supplement thereto with the SEC) or
the omission or alleged omission to state therein any material fact necessary to
make  the statements made therein, in light of the circumstances under which the
statements therein were made, not misleading, or, (iii) any violation or alleged
violation  by  the  Company  of  the  1933  Act,  the  1934  Act, any other law,
including,  without  limitation,  any  state  securities  law,  or  any  rule or
regulation  thereunder  relating  to  the  offer  or  sale  of  the  Registrable
Securities  pursuant  to  a Registration Statement (the matters in the foregoing
clauses  (i)  through  (iii) being, collectively, "Violations").  Subject to the
restrictions  set  forth  in  Section  6(d)  with respect to the number of legal
counsel,  the  Company shall reimburse the Investor and each such underwriter or
controlling  person,  promptly  as  such  expenses  are incurred and are due and
payable,  for  any  legal  fees or other reasonable expenses incurred by them in
connection  with  investigating  or  defending  any such Claim.  Notwithstanding
anything  to  the  contrary  contained  herein,  the  indemnification  agreement
contained  in  this Section 6(a):  (i) shall not apply to a Claim arising out of
or  based  upon a Violation which occurs in reliance upon and in conformity with
information  furnished  in  writing  to the Company by any Indemnified Person or
underwriter for such Indemnified Person expressly for use in connection with the
preparation  of  the  Registration  Statement  or  any such amendment thereof or
supplement  thereto, if such prospectus was timely made available by the Company
pursuant to Section 3(c); (ii) with respect to any preliminary prospectus, shall
not  inure  to the benefit of any such person from whom the person asserting any
such Claim purchased the Registrable Securities that are the subject thereof (or
to the benefit of any person controlling such person) if the untrue statement or

<PAGE>

mission  of  material fact contained in the preliminary prospectus was corrected
in  the  prospectus,  as  then  amended  or supplemented, if such prospectus was
timely  made  available  by  the  Company  pursuant  to  Section  3(c),  and the
Indemnified  Person  was  promptly  advised  in writing not to use the incorrect
prospectus  prior  to  the  use  giving rise to a violation and such Indemnified
Person,  notwithstanding  such  advice, used (iii) shall not be available to the
extent  such  Claim is based on a failure of the Investor to deliver or to cause
to be delivered the prospectus made available by the Company, and (iv) shall not
apply  to amounts paid in settlement of any Claim if such settlement is effected
without  the  prior  written  consent of the Company, which consent shall not be
unreasonably  withheld.  Such  indemnity  shall  remain in full force and effect
regardless  of  any investigation made by or on behalf of the Indemnified Person
and  shall  survive  the  transfer of the Registrable Securities by the Investor
pursuant  to  Section  9.
(b)     In  connection  with  any Registration Statement in which an Investor is
participating, each such Investor agrees to severally and not jointly indemnify,
hold  harmless  and  defend, to the same extent and in the same manner as is set
forth  in Section 6(a), the Company, each of its directors, each of its officers
who  signs  the  Registration  Statement,  each Person, if any, who controls the
Company  within  the  meaning  of the 1933 Act or the 1934 Act (collectively and
together  with an Indemnified Person, an "Indemnified Party"), against any Claim
or  Indemnified  Damages to which any of them may become subject, under the 1933
Act,  the  1934  Act, or otherwise, insofar as such Claim or Indemnified Damages
arise  out  of  or are based upon any Violation, in each case to the extent, and
only  to  the  extent,  that  such  Violation  occurs  in  reliance  upon and in
conformity  with  written  information furnished to the Company by such Investor
expressly  for  use in connection with such Registration Statement; and, subject
to  Section  6(d),  such  Investor  will  reimburse  any legal or other expenses
reasonably  incurred  by  them in connection with investigating or defending any
such  Claim;  provided  howEVER,  that the indemnity agreement contained in this
Section  6(b) and Section 7 shall not apply to amounts paid in settlement of any
Claim  if  such settlement is effected without the prior written consent of such
Investor,  which  consent  shall  not be unreasonably withheld; provided further
however, that the Investor shall be liable under this Section 6(b) for only that
amount  of a Claim or Indemnified Damages as does not exceed the net proceeds to
such Investor as a result of the sale of Registrable Securities pursuant to such
Registration  Statement.  Such  indemnity  shall remain in full force and effect
regardless  of  any investigation made by or on behalf of such Indemnified Party
and  shall  survive  the  transfer of the Registrable Securities by the Investor
pursuant  to  Section  9.  Notwithstanding  anything  to  the contrary contained
herein,  the  indemnification  agreement  contained  in  this  Section 6(b) with
respect  to  any  preliminary  prospectus  shall not inure to the benefit of any
Indemnified Party if the untrue statement or omission of material fact contained
in the preliminary prospectus was corrected on a timely basis in the prospectus,
as  then  amended  or  supplemented.
(c)     The  Company shall be entitled to receive indemnities from underwriters,
selling  brokers, dealer managers, and similar securities industry professionals
participating  in  any  distribution, to the same extent as provided above, with
respect  to  information  such  persons  so  furnished  in writing expressly for
inclusion  in  the  Registration  Statement.
(d)     Promptly  after  receipt  by  an Indemnified Person or Indemnified Party
under  this  Section 6 of notice of the commencement of any action or proceeding
(including  any  governmental  action  or  proceeding)  involving  a  Claim such
Indemnified  Person or Indemnified Party shall, if a Claim in respect thereof is
to  be  made against any indemnifying party under this Section 6, deliver to the
indemnifying  party  a  written  notice  of  the  commencement  thereof  and the
indemnifying  party  shall  have the right to participate in, and, to the extent
the  indemnifying  party  so  desires, jointly with any other indemnifying party
similarly  noticed,  to  assume  control  of  the  defense  thereof with counsel
mutually  satisfactory  to  the indemnifying party and the Indemnified Person or
the Indemnified Party, as the case may be; provided howEVER, that an Indemnified
Person  or Indemnified Party shall have the right to retain its own counsel with
the  fees  and  expenses  to  be  paid  by  the  indemnifying  party, if, in the
reasonable  opinion  of  counsel  retained  by  the  indemnifying  party,  the

<PAGE>

representation  by  such  counsel of the Indemnified Person or Indemnified Party
and  the  indemnifying  party  would be inappropriate due to actual or potential
differing interests between such Indemnified Person or Indemnified Party and any
other  party  represented by such counsel in such proceeding.  The Company shall
pay  reasonable  fees  for only one separate legal counsel for the Investor, and
such  legal  counsel  shall  be  selected  by the Investor holding a majority in
interest of the Registrable Securities included in the Registration Statement to
which  the  Claim  relates.  The  Indemnified  Party or Indemnified Person shall
cooperate  fully  with the indemnifying party in connection with any negotiation
or  defense  of  any  such  action  or claim by the indemnifying party and shall
furnish  to  the  indemnifying party all information reasonably available to the
Indemnified  Party  or Indemnified Person which relates to such action or claim.
The  indemnifying  party  shall keep the Indemnified Party or Indemnified Person
fully  apprised  at  all times as to the status of the defense or any settlement
negotiations  with  respect  thereto.  No indemnifying party shall be liable for
any  settlement  of any action, claim or proceeding effected without its written
consent,  provided  however,  that the indemnifying party shall not unreasonably
withhold,  delay or condition its consent.  No indemnifying party shall, without
the  consent of the Indemnified Party or Indemnified Person, consent to entry of
any  judgment  or  enter  into any settlement or other compromise which does not
include as an unconditional term thereof the giving by the claimant or plaintiff
to  such Indemnified Party or Indemnified Person of a release from all liability
in  respect  to such claim or litigation.  Following indemnification as provided
for  hereunder,  the indemnifying party shall be subrogated to all rights of the
Indemnified  Party  or  Indemnified  Person  with  respect to all third parties,
firms, or corporations relating to the matter for which indemnification has been
made.  The  failure to deliver written notice to the indemnifying party within a
reasonable  time  of  the commencement of any such action shall not relieve such
indemnifying  party  of  any  liability to the Indemnified Person or Indemnified
Party  under this Section 6, except to the extent that the indemnifying party is
prejudiced  in  its  ability  to  defend  such  action.
(e)     The indemnification required by this Section 6 shall be made by periodic
payments  of  the  amount  thereof  during  the  course  of the investigation or
defense,  as  and  when  bills are received or Indemnified Damages are incurred.
(f)     The  indemnity  agreements  contained herein shall be in addition to (i)
any  cause  of  action  or similar right of the Indemnified Party or Indemnified
Person  against  the  indemnifying party or others, and (ii) any liabilities the
indemnifying  party  may  be  subject  to  pursuant  to  the  law.
     SECTION  7.     CONTRIBUTION.
     To the extent any indemnification by an indemnifying party is prohibited or
limited  by  law, the indemnifying party agrees to make the maximum contribution
with respect to any amounts for which it would otherwise be liable under Section
6  to  the  fullest  extent  permitted  by  law;  PROVIDED HOWEVER, that: (i) no
contribution  shall  be  made under circumstances where the maker would not have
been  liable  for indemnification under the fault standards set forth in Section
6;  (ii)  no  seller  of  Registrable  Securities  guilty  of  fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be
entitled  to  contribution from any seller of Registrable Securities who was not
guilty  of fraudulent misrepresentation, and (iii) contribution by any seller of
Registrable  Securities shall be limited in amount to the net amount of proceeds
received  by  such  seller  from  the  sale  of  such  Registrable  Securities.
     SECTION  8.     REPORTS  UNDER  THE  1934  ACT.
     With  a  view  to making available to the Investor the benefits of Rule 144
promulgated  under  the  1933 Act or any other similar rule or regulation of the
SEC  that  may at any time permit the Investor to sell securities of the Company
to  the  public  without  registration  ("Rule  144"),  the  Company  agrees to:
     (a)     make  and  keep  public  information  available, as those terms are
understood  and  defined  in  Rule  144;
(b)     file  with  the  SEC  in a timely manner all reports and other documents
required  of  the  Company  under  the  1933 Act and the 1934 Act so long as the
Company  remains  subject to such requirements (it being understood that nothing
herein  shall limit the Company's obligations under Section 4.5 of the Debenture
Purchase  Agreement)  and  the  filing  of  such  reports and other documents is
required  for  the  applicable  provisions  of  Rule  144;  and

<PAGE>

(c)     furnish  to  the  Investor  so  long  as  such Investor owns Registrable
Securities,  promptly  upon request, (i) a written statement by the Company that
it  has  complied with the reporting requirements of Rule 144, the 1933 Act, and
the  1934  Act, (ii) a copy of the most recent annual or quarterly report of the
Company  and such other reports and documents so filed by the Company, and (iii)
such  other information as may be reasonably requested to permit the Investor to
sell  such  securities  pursuant  to  Rule  144  without  registration.
     SECTION  9.     ASSIGNMENT  OF  REGISTRATION  RIGHTS.
     The  rights to have the Company register Registrable Securities pursuant to
this  Agreement  shall  be  automatically  assignable  by  the  Investor  to any
transferee  of  all  or  any  portion  of  the  Debenture,  the  Warrant, or the
Registrable  Securities  if:  (i)  the  Investor  agrees  in  writing  with  the
transferee  or  assignee  to assign such rights, and a copy of such agreement is
furnished  to  the  Company within a reasonable time after such assignment; (ii)
the  Company  is,  within  a  reasonable time after such transfer or assignment,
furnished  with written notice of (A) the name and address of such transferee or
assignee,  and (B) the securities with respect to which such registration rights
are  being transferred or assigned; (iii) immediately following such transfer or
assignment  the  further  disposition  of  such  securities by the transferee or
assignee  is restricted under the 1933 Act and applicable state securities laws;
(iv)  at or before the time the Company receives the written notice contemplated
by  clause  (ii)  of  this sentence the transferee or assignee agrees in writing
with the Company to be bound by all of the provisions contained herein; (v) such
transfer  shall have been made in accordance with the applicable requirements of
the  Debenture  Purchase Agreement; (vi) such transferee shall be an "accredited
investor"  as that term is defined in Rule 501 of Regulation D promulgated under
the  1933  Act;  and  (vii) in the event the assignment occurs subsequent to the
date  of  effectiveness  of  the  Registration  Statement  required  to be filed
pursuant  to  Section 2(a), the transferee agrees to pay all reasonable expenses
of  amending  or  supplementing  such  Registration  Statement  to  reflect such
assignment.
     SECTION  10.     AMENDMENT  OF  REGISTRATION  RIGHTS.
     Provisions  of this Agreement may be amended and the observance thereof may
be waived (either generally or in a particular instance and either retroactively
or  prospectively),  only  with  the  written  consent  of  the  Company and the
Investor.  Any  amendment  or waiver effected in accordance with this Section 10
shall  be  binding  upon  the  Investor  and  the  Company.
     SECTION  11.     MISCELLANEOUS.
     (a)     A  person  or  entity  is  deemed  to  be  a  holder of Registrable
Securities  whenever  such  person  or  entity  owns  of record such Registrable
Securities.  If  the  Company  receives  conflicting  instructions,  notices, or
elections  from  two  or  more  persons  or  entities  with  respect to the same
Registrable  Securities,  the  Company shall act upon the basis of instructions,
notice,  or  election  received  from  the  registered owner of such Registrable
Securities.
(b)     Any  notices  consents,  waivers,  or  other  communications required or
permitted  to  be given under the terms of this Agreement must be in writing and
will  be  deemed  to  have  been  delivered  (i)  upon  receipt,  when delivered
personally; (ii) upon receipt, when sent by facsimile, provided a copy is mailed
by  U.S.  certified  mail,  return receipt requested; (iii) three (3) days after
being sent by U.S. certified mail, return receipt requested, or (iv) one (1) day
after  deposit  with a nationally recognized overnight delivery service, in each
case  properly  addressed  to  the party to receive the same.  The addresses and
facsimile  numbers  for  such  communications  shall  be:

<PAGE>

<TABLE>
<CAPTION>

<S>                                    <C>

                                       if to the Investor:
If to the Company:. . . . . . . . . .  Oxford Capital Corp.
                                       C/o 1013 - 17th Avenue S.W.
Efinancial Depot.Com, Inc.. . . . . .  Calgary, Alberta, Canada
150-1875 Century Park East; . . . . .  T2T OA7
Century City California . . . . . . .  Attention:  Riaz Mamdani
90067 . . . . . . . . . . . . . . . .  Telephone:  (403) 508-5055
                                       Facsimile:  (403) 508-5058

With a copy that does not
     constitute notice to:. . . . . .  with a copy (which shall not 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 0A7
Tel: (604) 643-3178 . . . . . . . . .  Telephone:  (403) 244-0621
Fax: (604) 687-6314 . . . . . . . . .  Facsimile:  (403) 209-6125
-------------------------------------  ---------------------------------------------------
</TABLE>


     Each  party  shall provide five (5) day's prior written notice to the other
party  of  any  change  in  address  or  facsimile  number.
     (c)     Failure  of  any  party  to exercise any right or remedy under this
Agreement  or  otherwise,  delay  by a party in exercising such right or remedy,
shall  not  operate  as  a  waiver  thereof.
(d)     This  Agreement  shall be governed by and interpreted in accordance with
the laws of the State of Florida; The parties agree that the courts of the State
of  Florida, 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.
      (e)     This Agreement and the Debenture Purchase Agreement constitute the
entire  agreement  among  the  parties hereto with respect to the subject matter
hereof  and  thereof.  There  are  no  restrictions,  promises,  warranties,  or
undertakings,  other  than  those  set  forth or referred to herein and therein.
This  Agreement  supersede  all  prior  agreements  and understandings among the
parties  hereto  with  respect  to  the  subject  matter  hereof.
     (f)     Subject  to  the  requirements  of  Section 9, this Agreement shall
inure  to  the  benefit  and of and be binding upon the permitted successors and
assigns  of  each  of  the  parties  hereto.
(g)     The headings in this Agreement are for convenience of reference only and
shall  not  limit  or  otherwise  affect  the  meaning  hereof.
(h)     This  Agreement  may  be executed in two or more identical counterparts,
each  of which shall be deemed an original but all of which shall constitute one
and  the  same  agreement.  This  Agreement,  once  executed  by a party, may be
delivered  to the other party hereto by facsimile transmission of a copy of this
Agreement  bearing  the  signature  of  the  party so delivering this Agreement.
(i)     Each  party shall do and perform, or cause to be done and performed, all
such  further  acts  and  things,  and  shall execute and deliver all such other

<PAGE>

agreements,  certificates,  instruments,  and  documents, as the other party may
reasonably  request in order to carry out the intent and accomplish the purposes
of  this Agreement and the consummation of the transactions contemplated hereby.
     IN  WITNESS  WHEREOF,  the  parties  have  caused  this Registration Rights
Agreement  to  be  duly  executed  as  of  day  and  year  first  above written.

COMPANY:
EFINANCIAL  DEPOT.COM,  INC.
By:  /s/  John  Huguet
Name:  John  Huguet
Title:  President

INVESTOR:
OXFORD  CAPITAL  CORP.
By:  /s/  Riaz  Mamdani
Name:  Riaz  Mamdani
Title:  Chief  Financial  Officer