CUSIP  No.  19421N 10 0                13D                   Page  8 of 20 Pages


                                    EXHIBIT 10.2
                                    ------------


THIS  AGREEMENT  is  made  effective  as of the 20th day of September, 1999, and
entered  into  on  February  16,  2001,

Between:

     EFINANCIAL  DEPOT.COM,  INC.

     (hereinafter  referred  to  as  the  "Company")

                                                            OF  THE  FIRST  PART

AND:

     RICHARD  LANGLEY

     (hereinafter  referred  to  as  the  "Contractor")

                                                           OF  THE  SECOND  PART

WHEREAS

A.     The Company desires to retain the Contractor to assist the Company in the
areas  of  strategic  development,  acquisitions  and  corporate finance 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:

                                    ARTICLE 1
                     APPOINTMENT AND AUTHORITY OF CONTRACTOR

1.1     Appointment  of  Contractor
        ---------------------------

     The  Company hereby appoints the Contractor to perform certain services for
the  benefit  of  the  Company  as hereinafter set forth, 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.

1.2     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.
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1.3     Independent  Contractor
        -----------------------

     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.

                                    ARTICLE 2
                             CONTRACTOR'S AGREEMENTS

2.1     General
        -------

     the  services to be provided by the contractor to the Company shall include
the  following:

     (a)     assisting  the  Company  in its strategic planning and development;

     (b)     providing the Company with advise in connection with the raising of
capital  and  the  Company's
          affairs  generally;

     (c)     identifying  potential  acquisition  targets  for  the  Company and
assisting  the  Company  in
          negotiating  and  consummating  acquisitions;

     (d)     implementing  or causing to be implemented decisions of the Company
in  accordance  with  and  as  limited  by  this  Agreement;

     (e)     providing  such  other  services  as  the  Company  may  reasonably
request;

and in so assisting 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.

2.2     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 with the company is obligated by
the  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.
<PAGE>

CUSIP  No.  19421N 10 0                13D                   Page 10 of 20 Pages


                                    ARTICLE 3
                              COMPANY'S AGREEMENTS

3.1     Compensation  of  Contractor
        ----------------------------

     As  compensation  for  the  services rendered by the Contractor pursuant to
this  Agreement,  the Company shall pay to the Contractor monthly in advance, on
or  before  the  first day of each month or if a Saturday, Sunday or holiday the
next  following  business  day a fee of $10,000 per month during the term hereof

3.2     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 while 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 willful
act  or  omission  of the contractor, or as arise in respect of the Contractor's
office  overhead  or  the  Contractor's general administrative expenses, and the
provisions  of  this  Section  3.2  shall  survive termination of this Agreement

                                    ARTICLE 4
                        DURATION, TERMINATION AND DEFAULT

4.1     Effective  Date
        ---------------

     This  Agreement shall become effective as of the 16th day of February 2001,
and  shall  continue  on  subject  to  termination  as  provided  for  herein.
4.2     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
bene  terminated.

4.3     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:
<PAGE>

CUSIP  No.  19421N 10 0                13D                   Page 11 of 20 Pages


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

     (b)     all  documents  pertaining  to  the  Company  of  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.

4.4     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 willful act of the Contractor, to the extent
such  right  has  not  been  waived  by  the  Company.

                                    ARTICLE 5
                                 CONFIDENTIALITY

5.1     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  without  the  express  permission of the Company,
provided  that the Contractor is hereby given permission to maintain one copy of
the  Work  Product  for  his  own  use.

5.2     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 his 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.
<PAGE>

CUSIP  No.  19421N 10 0                13D                   Page 12 of 20 Pages


     The  Contractor shall comply with such directions as the Company shall make
to  ensure  the  safeguarding  or  confidentiality  of  all  such  information.

5.3     Devotion  to  Contract
        ----------------------

     During  the  term  of the 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:

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

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

     (c)     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.

5.4     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.

                                    ARTICLE 6
                                  MISCELLANEOUS

6.1     Waiver:  Consents
        -----------------

     No consent, approval or waiver, express or implied, by either party hereto,
to  or  of  any  breath  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  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.

6.2     Governing  Law
        --------------

     This Agreement and all matters arising thereunder shall be governed by the
laws  of  the  State  of  Delaware.
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6.3     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.

6.4     Assignment
        ----------

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

6.5     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.

6.6     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.

6.7     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 deliver 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

     Richard  Langley

     _________________________

     _________________________

     _________________________

     Attention:  ________________

<PAGE>

CUSIP  No.  19421N 10 0                13D                  Page  14 of 20 Pages


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.

6.8     Time  of  the  Essence
        ----------------------

     Time  is  of  the  Essence

6.9     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.

6.10     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.


<PAGE>

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     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




/s/  Richard  Langley
---------------------
RICHARD  LANGLEY