THIS AGREEMENT is made effective as of  the  17th day  of  March, 2000

BETWEEN:

EFINANCIAL  DEPOT.COM,  INC.

(hereinafter  referred  to  as  the  "Company")

                                                               OF THE FIRST PART

AND:

E-DGM  B.V.  CONSULTING  B.V.

(hereinafter  referred  to  as  the  "Contractor")

                                                              OF THE SECOND PART

WHEREAS:

A.          The  Company desires to retain the Contractor to provide services to
the Company in the areas of identifying and developing business opportunities in
Europe  for  the  Company's financial services business (the "Services") and the
Contractor  has  agreed  to so assist the Company on the terms and conditions of
this  Agreement.

          NOW  THEREFORE  THIS  AGREEMENT WITNESSES that in consideration of the
mutual  covenants and promises set forth herein, and for other good and valuable
consideration,  the  receipt  and sufficiency of which is hereby acknowledged by
each,  the  parties  hereto  agree  as  follows:

1.

APPOINTMENT  AND  AUTHORITY  OF  CONTRACTOR

(a)     Appointment  of  Contractor

          The Company hereby appoints the Contractor to perform the Services for
the  benefit of the Company, and the Company hereby authorizes the Contractor to
exercise  such  powers as provided under this Agreement.  The Contractor accepts
such  appointment  on  the  terms  and  conditions  herein  set  forth.

(b)     Authority  of  Contractor

          The  Contractor  shall have no right or authority, express or implied,
to  commit  or otherwise obligate the Company in any manner whatsoever except to
the extent specifically provided herein or specifically authorized in writing by
the  Company.

(c)     Independent  Contractor

<PAGE>

          In  performing  its  services  hereunder,  the  Contractor shall be an
independent  contractor and not an employee or agent of the Company, except that
the  Contractor  shall be the agent of the Company solely in circumstances where
the  Contractor  must  be the agent to carry out its obligations as set forth in
this  Agreement.  Nothing  in  this  Agreement  shall  be  deemed to require the
Contractor to provide its services exclusively to the Company and the Contractor
hereby  acknowledges  that the Company is not required and shall not be required
to  make  any  remittances  and payments required of employers by statute on the
Contractor's  behalf  and the Contractor or any of its agents or employees shall
not be entitled to the fringe benefits provided by the Company to its employees.

2.

CONTRACTOR'S  AGREEMENTS

(a)     General

          In  providing the Services to the Company, the Contractor shall at all
times  be  subject  to  the  direction of the Company and shall keep the Company
informed  as  to  all  matters  concerning  the  Contractor's  activities.

(b)     Expense  Statements

          The  Contractor shall on or before the 15th day of each calendar month
during  the  term hereof, or if a Saturday, Sunday or holiday the next following
business day, render to the Company an itemized statement and accounting for the
previous calendar month, together with such supporting documents as and when the
Company  may  reasonably require, of all expenses which the Company is obligated
by  this  Agreement  to  reimburse.

          The  Contractor may incur expenses in the name of the Company up to an
amount  per  month  as agreed in advance by the Company, such expenses to relate
solely to the carrying out of the Contractor's duties hereunder.  The Contractor
will  immediately forward all invoices for expenses incurred on behalf of and in
the  name of the Company and the Company agrees to pay said invoices directly on
a  timely  basis.

3.

COMPANY'S  AGREEMENTS

(a)     Compensation  of  Contractor

          As  compensation  for the services rendered by the Contractor pursuant
to  this  Agreement,  the  Company  shall  issue  to  or at the direction of the
Contractor,  subject  to  termination  of  this Agreement in accordance with the
terms hereof, a total of 36,000 shares (the "Shares") in the common stock of the
Company  as  follows:

(i)     6,000  shares  as  at  March  31,  2000  and  as  at April 30, 2000; and

(ii)     2,400  shares  as  at  the  last  day of each and every month up to and
including  February  28,  2001.

<PAGE>

          In addition to the Shares, the Company may, but is under no obligation
to,  further  compensate the Contractor based upon the successful identification
and  consummation  of  business  opportunities  in  Europe.

(b)     Indemnity  by  Company

          The  Company  hereby agrees to indemnify, defend and hold harmless the
Contractor,  from  and  against  any  and  all claims, demands, losses, actions,
lawsuits  and  other  proceedings,  judgments and awards, and costs and expenses
(including  reasonable  legal fees), arising directly or indirectly, in whole or
in  part, out of any matter related to any action taken by the Contractor within
the  scope  of  its  duties  or  authority hereunder, excluding only such of the
foregoing as arise from the fraudulent, gross negligence, reckless or wilful act
or  omission  of the Contractor, its officers, directors, agents or employees or
as  arise  in  respect  of  the Contractor's office overhead or the Contractor's
general  administrative  expenses, and the provisions of this Section 3(b) shall
survive  termination  of  this  Agreement.

4.

DURATION,  TERMINATION  AND  DEFAULT

(a)     Effective  Date

          This  Agreement  shall  become  effective  as of the 1st day of March,
2000,  and  shall  continue  on  until  February  28,  2001  subject  to earlier
termination  as  provided  for  herein.

(b)     Termination

          This  Agreement  may be terminated by either party by giving the other
30  days written notice of such termination provided that in circumstances where
the  Contractor would otherwise have been entitled to receive a payment pursuant
to Section 3.1 herein within 30 days following termination of this Agreement the
Company  shall  make  such payment to the Contractor as if the Agreement had not
been  terminated.

(c)     Duties  Upon  Termination

          Upon  termination  of  this  Agreement  for any reason, the Contractor
shall  upon receipt of all sums due and owing, promptly deliver the following in
accordance  with  the  directions  of  the  Company:

(i)     a  final  accounting,  reflecting  the  balance  of expenses incurred on
behalf  of  the  Company  as  of  the  date  of  termination;  and

(ii)     all  documents  pertaining  to the Company or this Agreement, including
but not limited to, all books of account, correspondence and contracts, provided
that  the  Contractor  shall be entitled thereafter to inspect, examine and copy
all  of the documents which it delivers in accordance with this provision at all
reasonable  times  upon  three  (3)  days'  notice  to  the  Company.

<PAGE>

(d)     Compensation  of  Contractor  on  Termination

          Upon  termination  of this Agreement, the Contractor shall be entitled
to  receive as its full and sole compensation in discharge of obligations of the
Company  to  the  Contractor under this Agreement all sums due and payable under
this Agreement to the date of termination and the Contractor shall have no right
to  receive any further payments; provided, however, that the Company shall have
the  right  to  offset  against  any  payment owing to the Contractor under this
Agreement any damages, liabilities, costs or expenses suffered by the Company by
reason  of  the fraud, negligence or wilful act of the Contractor, to the extent
such  right  has  not  been  waived  by  the  Company.

5.

CONFIDENTIALITY

(a)     Ownership  of  Work  Product

          All reports, documents, concepts, products and processes together with
any  marketing  schemes,  business  or  sales  contracts,  or  any  business
opportunities prepared, produced, developed, or acquired, by or at the direction
of  the  Contractor,  directly  or  indirectly,  in connection with or otherwise
developed or first reduced to practice by the Contractor performing the services
(collectively, the "Work Product") shall belong exclusively to the Company which
shall  be  entitled  to  all  right,  interest,  profits  or benefits in respect
thereof.  No  copies, summaries or other reproductions of any Work Product shall
be  made by the Contractor or any of its agents or employees without the express
permission  of  the  Company,  provided  that  the  Contractor  is  hereby given
permission  to  maintain  one  copy  of  the  Work  Product  for  its  own  use.

(b)     Confidentiality

          The  Contractor  shall  not,  except  as authorized or required by its
duties,  reveal  or divulge to any person or companies any of the trade secrets,
secret  or  confidential  operations,  processes  or dealings or any information
concerning  the  organization, business, finances, transactions or other affairs
of  the  Company,  which  may  come  to  its  knowledge  during the term of this
Agreement  and  shall  keep  in  complete  secrecy  all confidential information
entrusted to him and shall not use or attempt to use any such information in any
manner  which  may  injure  or cause loss, either directly or indirectly, to the
Company's  business  or may be likely so to do.  This restriction shall continue
to  apply after the termination of this Agreement without limit in point of time
but  shall  cease  to  apply to information or knowledge which may come into the
public  domain.

          The  Contractor shall comply, and shall cause its agents and employees
to  comply,  with  such  directions  as  the  Company  shall  make to ensure the
safeguarding  or  confidentiality  of  all  such  information.  The  Company may
require  that  any agent or employee of the Contractor execute an agreement with
the  Company  regarding  the  confidentiality  of  all  such  information.

(c)     Devotion  to  Contract

<PAGE>

          During  the  term  of  this  Agreement,  the  Contractor  shall devote
sufficient  time,  attention, and ability to the business of the Company, and to
any associated company, as is reasonably necessary for the proper performance of
its  services  pursuant  to  this  Agreement.  Nothing contained herein shall be
deemed  to  require  the  Contractor to devote its exclusive time, attention and
ability  to the business of the Company.  During the term of this Agreement, the
Contractor  shall,  and  shall cause each of its agents or employees assigned to
performance  of  the  services  on  behalf  of  the  Contractor  to,:

(i)     at all times perform its services faithfully, diligently, to the best of
its  abilities  and  in  the  best  interests  of  the  Company;

(ii)     devote  such  of  its time, labour and attention to the business of the
Company  as is necessary for the proper performance of the Contractor's services
hereunder;  and

(iii)     refrain  from  acting  in any manner contrary to the best interests of
the  Company or contrary to the duties of the Contractor as contemplated herein.

(d)     Other  Activities

          The  Contractor  shall  not  be  precluded  from  acting in a function
similar  to that contemplated under this Agreement for any other person, firm or
company.

6.

MISCELLANEOUS

(a)     Waiver;  Consents

          No  consent,  approval  or waiver, express or implied, by either party
hereto,  to or of any breach of default by the other party in the performance by
the  other party of its obligations hereunder shall be deemed or construed to be
a  consent  or waiver to or of any other breach or default in the performance by
such  other party of the same or any other obligations of such other party or to
declare  the  other  party  in  default,  irrespective  of how long such failure
continues,  shall  not  constitute  a general waiver by such party of its rights
under  this  Agreement,  and  the granting of any consent or approval in any one
instance  by  or  on  behalf  of the Company shall not be construed to waiver or
limit  the  need  for  such  consent  in  any  other  or  subsequent  instance.

(b)     Governing  Law

          This Agreement and all matters arising thereunder shall be governed by
the  laws  of  the  State  of  Delaware.

(c)     Successors,  etc.

          This  Agreement shall enure to the benefit of and be binding upon each
of  the  parties  hereto  and  their  respective heirs, successors and permitted
assigns.

<PAGE>

(d)     Assignment

          This  Agreement  may  not  be  assigned  by  any party except with the
written  consent  of  the  other  party  hereto.

(e)     Entire  Agreement  and  Modification

          This  Agreement  constitutes  the entire agreement between the parties
hereto  and  supersedes  all  prior agreements and undertakings, whether oral or
written,  relative  to  the  subject  matter  hereof.  To  be  effective  any
modification  of this Agreement must be in writing and signed by the party to be
charged  thereby.

(f)     Headings

          The  headings  of  the  Sections  and  Articles  of this Agreement are
inserted  for  convenience  of reference only and shall not in any manner affect
the construction or meaning of anything herein contained or govern the rights or
liabilities  of  the  parties  hereto.

(g)     Notices

          All  notices,  requests  and  communications  required  or  permitted
hereunder shall be in writing and shall be sufficiently given and deemed to have
been  received  upon personal delivery or, if mailed, upon the first to occur of
actual receipt or forty-eight (48) hours after being placed in the mail, postage
prepaid,  registered  or  certified mail, return receipt requested, respectively
addressed  to  the  Company  or  the  Contractor  as  follows:

The  Company:

EFinancial  Depot.com,  Inc.
150  -  1875  Century  Park  East
Century  City,  California  90067
USA

Attention:  John  Huguet

The  Contractor:

E-DGM  Consulting  B.V.
Den  ILP  190
1127  Den  ILP
The  Netherlands

Attention:  Don  G.  Merriman

or  such  other  address  as may be specified in writing to the other party, but
notice  of  a change of address shall be effective only upon the actual receipt.

(h)     Time  of  the  Essence

<PAGE>

          Time  is  of  the  essence.

(i)     Further  Assurances

          The  parties hereto agree from time to time after the execution hereof
to  make,  do,  execute or cause or permit to be made, done or executed all such
further  and  other  lawful  acts,  deeds, things, devices and assurances in law
whatsoever  as  may be required to carry out the true intention and to give full
force  and  effect  to  this  Agreement.

(j)     Counterparts

          This Agreement may be executed in several counter-parts, each of which
will  be  deemed to be an original and all of which will together constitute one
and  the  same  instrument.

          IN  WITNESS  WHEREOF, the parties have duly executed this Agreement as
of  the  day  and  year  first  above  written.

EFINANCIAL  DEPOT.COM,  INC.

Per:           /s/  John  Huguet
         -----------------------
           Authorized  Signatory

DGM  B.V.  CONSULTANTS

Per:             /s/  Don  G.  Merriman
         ------------------------------
                  Authorized  Signatory