E-FINANCIAL DEPOT.COM, INC.
                        1875 CENTURY PARK EAST, SUITE 150
                         CENTURY CITY, CALIFORNIA  90067
                           TELEPHONE:  (877) 739-3812

January  19,  2000

Patricia  Kirkham
President
Westcor  Mortgage  Inc.
#204,  1109  17  Avenue,  S.W.
Calgary,  Alberta  T2T  5R9

Dear  Pat:

This Letter of Intent ("Letter") is intended to set forth the material terms and
conditions  of  what  we  hope  you  will  find to be an acceptable agreement in
principle  respecting  the  acquisition  (the  "Acquisition")  by  e-financial
depot.com,  Inc.  ("Acquiror")  of  100%  of  the  outstanding  stock of Westcor
Mortgage  Inc.  ("Acquiree")  from  the  shareholders  thereof  (the "Vendors").

As  we  have  discussed,  we  contemplate  entering into a subsequent definitive
written  agreement  containing  all  of the material terms and conditions of the
proposed  Acquisition  (the  "Definitive  Agreement"),  not  later  than 30 days
following the date hereof (the "Effective Date"), including, without limitation,
customary  representations,  warranties  and conditions precedent appropriate to
the  Acquisition.  It  is  further  contemplated that closing of the Acquisition
will  take  place  on  or  before  February  29,  2000  (the  "Closing  Date").

Subject  to  entering  the  Definitive  Agreement  and  the terms and conditions
thereof,  the  terms  of  Acquisition  shall  be  as  follows:

1.     Acquisition

As  a  result  of  the  Acquisition,  the  Acquiree  will  become a wholly-owned
subsidiary  of  the  Acquiror.  The consideration for the Acquisition will be US
$2,200,000,  payable  as  follows:

(a)     deposit  of  US  $50,000  worth of securities to be deposited into trust
with  Clark,  Wilson (solicitors for the Acquiror) upon execution of this Letter
as  evidence  of  good  faith  and to be returned to the Acquiror on the Closing
Date;

(b)     US  $600,000  less a holdback equal to 10% of the accounts receivable of
the  Acquiree  as at the Effective Date to be paid on the Closing Date, with the
holdback  to  be  applied  to  reimburse the Acquiror in respect of any accounts
receivable of the Acquiree as at the Closing Date which are not collected within
12  months  thereafter;

<PAGE>

(c)     US  $1,600,000  of shares of the Acquiror to be issued as at the Closing
Date,  said  shares  to be issued at a deemed price equal to the average closing
price  of  the  Acquiror's  shares  for the 20 trading days prior to the Closing
Date,  said  shares to be restricted shares under Rule 144 of the Securities Act
of  1933  and  to  be  held  in  escrow  pending any post closing purchase price
adjustment  as a result of any liabilities or assets of the Acquiree existing at
the  Effective  Date  which  were  not recorded, said adjustment to be concluded
within  12  months  of  the  Closing  Date.

In  effecting  the Acquisition, the Acquiror will, where reasonable, accommodate
the  Vendors  requests  for  structuring  the  consideration  in a tax effective
manner.

2.     Access

During the period commencing on the date of your execution and return to us of a
counterpart  copy  of  this  Letter  through  the earlier of the consummation or
termination  of the Acquisition, the Acquiree shall continue to provide full and
unrestricted  access and shall make available, or cause to be made available, to
Acquiror  and  its  affiliates,  agents  and  representatives (collectively, our
"Agents")  such  of  the  properties  and  other  assets  and such of the books,
documents  and  records  of,  and  such  other  information  (the "Information")
concerning  Acquiree and any of its affiliated entities as any of our Agents may
request.  Such  Information and materials shall include, without limitation, any
and  all  audits  or  reports  conducted  by third persons (such as accountants'
reviews  consultant's  reports,  governmental  agency  examination  reports  and
similar  materials).  Acquiree  shall  also  instruct  all  of  its  officers,
employees,  agents, accountants, outside counsel, affiliated entities, and other
persons  connected  with  its  officers, employees, agents, accountants, outside
counsel,  affiliated  entities and other persons connected with its business and
affairs  (including  third parties subject to its direction or authorization) to
respond  promptly  and  fully  to all inquiries made by our Agents regarding any
aspect of the assets, liabilities, business or affairs of Acquiree or any of its
affiliated  entities.

3.     Confidentiality

The  parties  to  this  letter  shall  continue  to  be  subject to that certain
Confidentiality  Agreement  dated  January  4,  2000 entered into by and between
Acquiree  and  Acquiror.

4.     Conditions

The Acquisition will be subject, among other things, to the following conditions
precedent:

(a)     each  party  completing  a  due  diligence  review of the other on terms
satisfactory  to  it  on  or  before  the  Effective  Date;

(b)     the  execution  and  delivery  by  the  Acquiree  and  the Acquiror of a
Definitive  Agreement in form and content mutually satisfactory to both Acquiree
and  Acquiror;

(c)     the  approval  of  the  Acquisition  and the Definitive Agreement by the
Board  of  Directors  of  both  the  Acquiree  and  the  Acquiror;

<PAGE>

(d)     the  approval  of  the  Acquisition  and  Definitive  Agreement  by  the
shareholders  of  the  Acquiree;

(e)     the  Approval of the Acquisition by all appropriate regulatory agencies,
and  the satisfaction of such other requirements as may be imposed by applicable
law  and regulations or by the respective articles of incorporation/charters and
bylaws  of  both  Acquiree  and  Acquiror.  In  order to be acceptable, all such
approvals  shall  have been obtained without imposition of any unusual or unduly
burdensome conditions, as determined by and in the sole discretion of our group;

(f)     the  satisfaction  of  all  other  ordinary and customary conditions for
transactions  similar  to  the  Acquisition,  including, without limitation, the
continued  accuracy,  on  the  Closing  Date  of each of the representations and
warranties of the parties to the Definitive Agreement, the receipt of favourable
opinions  of  counsel  regarding  the subject matter of the Acquisition, and the
receipt  of reports of independent public accountants and other experts, as well
as  the  absence  of  any  material adverse change in the business, prospects or
operations of Acquiree and its affiliated entities between the date of execution
of  Definitive  Agreement  and  the  Closing  Date;

(g)     Patricia Kirkham entering into an employment agreement with the Acquiror
or  its  nominee;  and

(h)     the  Acquiror  having  completed  a financing of an amount sufficient to
enable  it  to  complete  the  Acquisition.

5.     Exclusivity
Until the Effective Date, Acquiree will conduct its business and affairs only in
the  ordinary  course as currently conducted and will not, without written prior
consent  of  Acquiror:

(a)     change  its  existing  operations,  or  its existing loan, investment or
management  policies,  except  in  the  ordinary  course  of  business;  or

(b)     authorize  or  knowingly  permit any of its representatives, directly or
indirectly,  to  entertain,  solicit  or  encourage,  or  participate  in  any
discussions or negotiations with, or provide any information to any corporation,
partnership,  person,  or  other  entity  or  group (other than Acquiror and its
representatives)  concerning  any  Acquisition Proposal (as hereinafter defined)
other  than  the  Acquisition  Proposal  set  forth  in  this  Agreement;  or

(c)     issue  or  sell  any  shares  of  any class of stock or other beneficial
interest  or issue or grant any portion or right to purchase shares of any class
of stock or other beneficial interest in it, other than pursuant to options that
have  been  previously  granted  under  existing  employee  stock  options.

<PAGE>

The  Acquiree  shall  immediately notify the Acquiror if it becomes aware of any
inquiry  regarding  an  Acquisition  Proposal.  For  purposes  of  this  Letter
"Acquisition Proposal" means any (i) proposal pursuant to which any corporation,
partnership,  person or entity or group would acquire or participate in a merger
or  other  business  combination  involving Acquiree; (ii) proposal by which any
corporation,  partnership,  person,  or  other entity of group would acquire the
right  to vote five percent or more of the capital stock of Acquiree entitles to
vote  thereon  for  the  election of directors, other than persons designated as
proxy  holders by Acquiree's Board of Directors; (iii) acquisition of the assets
of  Acquiree  other than in the ordinary course of business; (iv) acquisition of
in  excess  of  five percent of the outstanding capital stock of Acquiree, other
than  as  contemplated  by  this  Letter;  or  (iv)  any other reorganization or
recapitalization  of  Acquiree.

The  foregoing  Section  6(b)  shall  not  be construed to prohibit the Board of
Directors  of  Acquiree  from taking any action if such Board determines in good
faith  and upon written advice of counsel, that such action is required for such
Board  to  comply  with  its  fiduciary  obligations.

6.     Press  Releases

No Press Release or Public announcement with respect to the Acquisition shall be
made  without  written  consent  of  Acquiree  and  Acquiror.

7.     Costs

Each  party  shall  bear  its  own  costs  in  respect  of  the  Acquisition.

In  the event that you find the foregoing proposal agreeable, kindly so indicate
by  dating,  executing  and  returning  to  us  enclosed  copy  of  this Letter.
Yours  truly,

e-financial  depot.com,  Inc.

Per:  /s/  John  Huguet

Authorized  Signatory