OXFORD CAPITAL CORPORATION
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                              CONSULTING AGREEMENT

1.  PARTIES

1.1     This  Consulting  Agreement  (this "Agreement") is made and entered into
effective  as  of  January 27, 2000, by and between EFINANCIALDEPOT.COM Inc.(the
"Company"),  whose  address  is  150  -  1875  Century  Park East, Century City,
California,  90067,  and  Oxford  Capital  Corporation (the "Consultant"), whose
address  is  1013  -17th  Avenue  SW,  Calgary,  Alberta  T2T  0A7.

2.  RECITALS

     2.1     This  Agreement  is  made with reference to the following facts and
circumstances:

(a)     the  Company  wishes  to engage the services of the Consultant to advise
and  consult  with  the Company on certain business and financial matters as set
forth  in  this  Agreement.

(b)     the  Consultant  is  willing to accept such engagement, on the terms set
forth  in  this  Agreement.

     2.2     In  consideration  of the premises, and for other good and valuable
consideration,  the receipt of which is hereby acknowledged, the Company and the
Consultant  agree  as  follows.

3.  ENGAGEMENT

     3.1     The  Company  hereby  engages the services of the Consultant, as an
independent  contractor for a period of twelve months beginning on February 1st,
2000,  and  ending on January 31st, 2001 (the "Term"), and the Consultant hereby
accepts  such  engagement,  for  the  purposes  set forth in section 3.2. below.

     3.2     The  scope  of the services to be rendered by the Consultant to the
Company  are  and  are  limited  to  the  following:

(a)     The  Consultant  shall,  from  time  to time as the Company may request,
advise  and consult with the Company's board of directors and executive officers
regarding  (i)  the  Company's  merger and acquisition strategies, including the
evaluation  of  targets  and the structuring of transactions; (ii) the Company's
corporate  financing  activities,  including debt and equity transactions; (iii)
the  identification and evaluation of underwriters for the Company's securities'
offerings  in  the  United  States  of  America;  (iv)  the  Company's  business
development  activities, including major geographic and service expansion plans;
and  (v)  the  retainment  of  an E-Strategist in order to craft and validate an
appropriate  business  plan  geared  towards  the  financial  community.

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(b)     The  Consultant  shall  devote  such  time  to  this  engagement  as  is
reasonably necessary, but the manager need not devote his full time or attention
to  the  engagement.  The  Company  recognizes  that the Consultant has numerous
clients  and  engagements,  and  that  this  engagement  is  not  exclusive.

4.  THE  CONSULTANT'S  FEES  AND  EXPENSES.

     4.1     The  Company  shall  pay  the  Consultant as a fee for its services
under  this  Agreement  $10,000  cash  per  month  (the "Consultant's Fee"), and
$10,000  in  shares  of  the  capital  stock  of  the Company (the "Consultant's
Shares"),  the  price  of the Consultant's Shares will be based upon the average
price  of the previous thirty (30) days closing bids for the Companies shares as
traded  on  the  OTC  Bulletin  Board  or  the  NASDAQ  National  Market  .  The
Consultant's  fee  is  payable on the last business day of each month during the
Term  and the Consultant's Shares shall accure for the benefit of the Consultant
until  the  Consultant's  Shares  are  registered  pursuant  to the registration
statement  being prepared and filed for the Purchased Securities as they defined
in  the  Registration  Rights Agreement dated February 2, 2000 being executed by
the  Company  and  the Consultant simultaneously herewith.  Upon registration of
the  Consultant's  Shares, the number of Consultant's Shares accrued and payable
shall  be  immediately released to the Consultant as payment for the services of
the  Consultant.

     4.2     The  Company  shall  also  pay  the Consultant an advisory fee (the
"Advisory Fee") equal to 10% of the gross value of each financing transaction in
which  the Consultant advises the Company.  The Advisory Fee shall be payable in
shares  of  the  Company  and  the  Advisory  Fee shall be fully earned upon the
execution  of  a binding agreement for the transaction to which it pertains, and
shall  be  paid  upon  the  initial  funding or closing date of the transaction,
whichever  occurs  first.  The  Company shall pay the Consultant an Advisory Fee
for  each  transaction in which the Consultant has advised or consulted with the
Company  during the Term, notwithstanding the parties to such transaction do not
execute  a  binding  agreement  until  after  the  end  of the Term, or that the
transaction  does  not  close  or  fund  until  after  the  end  of  the  Term.

     4.3     The  Company  shall  also pay the Consultant a fee for consultation
and  advisory  services  in  regards to merger and acquisition transactions (the
"Acquisition Fee").  The Acquisition Fee shall be determined once an acquisition
target (the "Target") has been selected.  The Acquisition Fee will be negotiated
between  the  Company  and  the  Consultant  with  respect  to  the  size,  and
requirements  of  each  Target.  No contact shall take place between the Company
and  the Target until the Acquisition Fee has been determined and finalized (the
"Acquisition  Fee Agreement").  Each Acquisition Fee Agreement shall be added as
an  addendum  to  this  Agreement.

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     4.4     The  Company  shall reimburse the Consultant for all its reasonable
out-of-pocket  expenses  incurred  in the performance of the Consultant's duties
under  this  agreement.

     4.5     The  issuance  of  the  shares  underlying  the  Advisory  Fee, the
Consulting  Fee  and  the  Acquisition Fee shall be exempt from the registration
requirements of the US Securities Act of 1933, as amended (the "Securities Act")
pursuant  to  SEC  Regulation  S.

5.  MISCELLANEOUS

     5.1     Relationship.  The  relationship  between  the  Company  and  the
Consultant  created  by  this Agreement is that of independent contractors.  The
Consultant is not, by virtue of this Agreement, and shall not for any purpose be
deemed to be hereunder, an officer, employee, agent or affiliate of the Company.
The  services to be rendered by the Consultant pursuant to this Agreement do not
include  the  services or activities of an "investment adviser", as that term is
defined  by  U.S.  federal  or state laws and, in performing services under this
Agreement,  the Consultant shall not be deemed to be an investment adviser under
such  laws.

     5.2     Board  Member.  The Company hereby represents that it is purchasing
Directors and Officers insurance (the "D & O Insurance") for the Company's Board
of  Directors  and  that  the  insurance  will  be  placed  in the next 30 days.
Immediately upon the D & O Insurance being placed, the Company agrees to appoint
and  elect a nominee of the Consultant to the Board of Directors of the Company.
Until  such nominee is appointed, Robert Kubbernus, or his nominee, shall sit on
the  advisory  committee  to  the  Company.

     5.3     Indemnity.  The  Company  hereby  agrees  to defend, indemnify, and
hold  the  Consultant  harmless  from  and  against any and all claims, damages,
judgements,  penalties,  costs,  and expenses (including attorney fees and court
costs  now  or  hereafter  arising  from the enforcement of this clause) arising
directly  or  indirectly  from  the  activities  of  the  Consultant  under this
Agreement,  or  from  the  Activities of the Company or any of its shareholders,
officers,  directors,  employees,  agents or affiliates, whether such claims are
asserted  by  any governmental agency or any other person.  This indemnity shall
survive  termination  of  this  Agreement.

     5.4     Governing  Law.  This  Agreement and the Note shall be governed by,
and  construed  in accordance with, the laws of the Province of Alberta, Canada.
The  courts of the Province of Alberta shall have exclusive jurisdiction for any
action  arising  out  of  or  related  to  this  Agreement.

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IN  WITNESS  WHEREOF,  the parties have executed this Agreement, effective as of
the  date  first  above  written.

The  Consultant:                    The  Company:
OXFORD  CAPITAL  CORPORATION     EFINANCIALDEPOT.COM  INC.
By  /s/  Riaz  Mamdani            By  /s/  John  Huguet
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Name  Riaz  Mamdani              Name  John  Huguet
      -------------                         ------------
Title  Chief Financial Officer    Title  President
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Date  signed  February 17, 2000   Date signed  February 7, 2000
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