STOCK OPTION AGREEMENT
                              e-financial depot.com
                             1999 STOCK OPTION PLAN
          THIS  AGREEMENT  is  entered into as of the ---- day of -------------,
1999  ("Date of Grant') between e-financial depot.com, a Nevada corporation (the
"Company"),  and  ---------------------  (the  "Optionee").

          WHEREAS,  the  Board  of  Directors  of  the Company (the "Board") has
approved  and adopted the 1999 Stock Option Plan (the "Plan"), pursuant to which
the  Board  is authorized to grant to employees and other selected persons stock
options to purchase common stock, without par value, of the Company (the "Common
Stock");

          WHEREAS,  the  Plan  provides  for  the granting of stock options that
either  (i)  are  intended  to  qualify  as "Incentive Stock Options" within the
meaning  of  Section  422  of the Internal Revenue Code of 1986, as amended (the
"Code"),  or  (ii)  do not qualify under Section 422 of the Code ("Non-Qualified
Stock  Options");

          WHEREAS,  the Board has authorized the grant to Optionee of options to
purchase  a  total  of  ---------- shares of Common Stock (the "Options"), which
Options  are  intended  to  be  (select  one):

-----------          Incentive  Stock  Options
-----------          Non-Qualified  Stock  Options;

          NOW  THEREFORE, the Company agrees to offer to the Optionee the option
to  purchase,  upon  the  terms and conditions set forth herein and in the Plan,
----------  shares  of  Common  Stock.  Capitalized  terms not otherwise defined
herein  shall  have  the  meanings  ascribed  thereto  in  the  Plan  .
1.          Exercise  Price.
          The  exercise  price  of  the options shall be $----------- per share.

2.          Limitation  on  the  Number  of  Shares.
          If  the Options granted hereby are Incentive Stock Options, the number
of  shares  which  may  be  acquired  upon  exercise  thereof  is subject to the
limitations  set  forth  in  Section  5(a)  of  the  Plan.

3.          Vesting  Schedule.
          The  Options  are exercisable in accordance with the following vesting
schedule:

     (a)     -------%  of  the  Options  may  be  exercised  after  ----------;

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     (b)     ---------%  of  the  Options  may  be  exercised  after  --------;
     (c)     ---------%  of  the  Options  may  be  exercised  after  ---------;
     (d)     ---------%  of  the  Options  may  be  exercised  after  ---------;

4.          Options  non  Transferable.
          This  Option may not be transferred, assigned, pledged or hypothecated
in  any manner (whether by operation of law or otherwise) other than by will, by
applicable  laws  of  descent  and  distribution  or  (except  in the case of an
Incentive  Stock  Option)  pursuant to a qualified domestic relations order, and
shall  not  be  subject  to  execution, attachment or similar process; provided,
however,  that  if  this  Option  represents  a Non-Qualified Stock Option, such
Option  is  transferable  without  payment  of consideration to immediate family
members of the Optionee or to trusts or partnerships established exclusively for
the  benefit  of the Optionee and the Optionee's immediate family members.  Upon
any  attempt to transfer, pledge, hypothecate or otherwise dispose of any Option
or  of  any  right of privilege conferred by the Plan contrary to the provisions
thereof, or upon the sale, levy or attachment or similar process upon the rights
and  privileges conferred by the Plan, such Option shall thereupon terminate and
become  null  and  void.
5.          Investment  Intent.
          By  accepting the option, the Optionee represents and agrees that none
of  the  shares  of  Common  Stock purchased upon exercise of the Option will be
distributed  in  violation of applicable federal and state laws and regulations.
In  addition, the Company may require, as a condition of exercising the Options,
that  the  Optionee  execute an undertaking, in such a form as the Company shall
reasonably  specify,  that  the Stock is being purchased only for investment and
without  any  then-present  intention  to  sell  or  distribute  such  shares.
6.          Termination  of  Employment  and  Options.
          Vesting  Options  shall  terminate,  to  the  extent  not  previously
exercised,  upon  the  occurrence  of  the  first  of  the  following  events:
(a)     Expiration:  Ten  (10)  years;  except,  that the expiration date of any
Incentive Stock Option granted to a greater-than ten percent (> 10%) shareholder
of  the  Company  shall not be later than five (5) years from the Date of Grant.
(b)     Termination  for  Cause:  The  date  of  an  Optionee's  termination  of
employment  or  contractual  relationship  with  the  Company  or  any  Related
Corporation  for  cause  (as  determined  in  the  sole  discretion  of the Plan
Administrator).
(c)     Termination  Due to Death or Disability:  The expiration of one (1) year
from  the  date  of  the  death  of  the  Optionee or cessation of an Optionee's
employment  or  contractual  relationship by reason of Disability (as defined in
Section  5(g)  of  the  Plan).  If  an  Optionee's  employment  or  contractual
relationship  is  terminated  by death, any Option held by the Optionee shall be
exercisable  only  by  the  person  or

<PAGE>

persons  to  whom  such  Optionee's  rights  under such Option shall pass by the
Optionee's  will  or  by  the  laws  of  descent  and  distribution.
(d)     Termination  Due  to Cessation of Service as a Director:  The expiration
of  ninety  (90)  days  from the date an Optionee, if a director of the Company,
ceases  to  serve  as  a  director  of  the  Company.
(e)     Termination  for  Any  Other Reason:  The expiration of three (3) months
from  the  date  of  an  Optionee's  termination  of  employment  or contractual
relationship  with  the  Company  or  any  Related  Corporation  for  any reason
whatsoever  other than cause, death or Disability (as defined in Section 5(g) of
the  Plan).
Each  unvested  Option  granted pursuant hereto shall terminate immediately upon
termination  of  the  Optionee's employment or contractual relationship with the
Company  for any reason whatsoever, including death or Disability unless vesting
is  accelerated  in  accordance  with  Section  5(f)  of  the  Plan.

7.          Stock.
          In  the  case of any stock split, stock dividend or like charge in the
nature  of  shares  of Stock covered by this Agreement, the number of shares and
exercise price shall be proportionately adjusted as set forth in Section 5(m) of
the  Plan.

8.          Exercise  of  Option.
          Options  shall  be  exercisable, in full or in part, at any time after
vesting,  until termination; provided, however, that any Optionee who is subject
to  the  reporting  and  liability  provisions  of  Section 16 of the Securities
Exchange  Act  of  1934 with respect to the Common Stock shall be precluded from
selling  or transferring any Common Stock or other security underlying an Option
during  the  six  (6) months immediately following the grant of that Option.  If
less  than  all  of the shares included in the vesting portion of any Option are
purchased,  the  remainder  may be purchased at any subsequent time prior to the
expiration  of  the  Option  term.  No portion of any Option for less than fifty
(50) shares (as adjusted pursuant to Section 5(m) of the Plan) may be exercised;
provided,  that  if  the  vested  portion  of any Option is less than fifty (50)
shares,  it  may be exercised with respect to all shares for which it is vested.
Only whole shares may be issued pursuant to an Option, and to the extent that an
Option  covers  less  than  one  (1)  share,  it  is  unexercisable.
          Each  exercise of the Option shall be by means of delivery of a notice
of  election to exercise (which may be in the form attached hereto as Exhibit A)
to  the  Secretary  of the Company at its principal executive office, specifying
the  number of shares of Common Stock to be purchased and accompanied by payment
in  cash  by  certified  check  or  cashier's  cheque  in the amount of the full
exercise  price for the Common Stock to be purchased.  In addition to payment in
cash  by  certified  cheque or cashier's cheque, an Optionee or transferee of an
Option  may  pay  for  all  or  any  portion  of the aggregate exercise price by
complying  with  one  or  more  of  the  following  alternatives:

<PAGE>

(a)     by  delivering  to the Company shares of Common Stock previously held by
such  person  or  by  the  Company  withholding shares of Common Stock otherwise
deliverable  pursuant  to  exercise  of the Option, which shares of Common Stock
received  or withheld shall have a fair market value at the date of exercise (as
determined  by  the Plan Administrator) equal to the aggregate purchase price to
be  paid  by  the  Optionee  upon  such  exercise;
(b)     by  delivering  a  properly  executed  exercise  notice  together  with
irrevocable  instructions  to  a  broker promptly to sell or margin a sufficient
portion  of the shares and deliver directly to the Company the amount of sale or
margin  loan  proceeds  to  pay  the  exercise  price;  or
(c)     by  complying  with  any  other  payment  mechanism approved by the Plan
Administrator  at  the  time  of  exercise.
          It  is a condition precedent to the issuance of shares of Common Stock
that the Optionee execute and deliver to the Company a Stock Transfer Agreement,
in  a  form  acceptable  to  the Company, to the extent required pursuant to the
terms  thereof.

9.          Holding  Period  for  Incentive  Stock  Options.
          Period  for  Incentive  Stock  Options.  In  order  to  obtain the tax
treatment  provided  for Incentive Stock Options by Section 422 of the Code, the
shares  of  Common  Stock  received  upon exercising any Incentive Stock Options
received  pursuant to this Agreement must be sold, if at all, after a date which
is later of two (2) years from the date of this agreement is entered into or one
(1)  year  from  the  date  upon  which the Options are exercised.  The Optionee
agrees  to report sales of such shares prior to the above determined date to the
Company  within one (1) business day after such sale is concluded.  The Optionee
also agrees to pay to the Company, within five (5) business days after such sale
is  concluded,  the  amount necessary for the Company to satisfy its withholding
requirement  required  by the Code in the manner specified in Section 5(1)(2) of
the Plan.  Nothing in this Section 9 is intended as a representation that Common
Stock  may  be sold without registration under state and federal securities laws
or  an  exemption  therefrom,  or  that  such  registration or exemption will be
available  at  any  specified  time.

10.          Subject  to  1999  Stock  Option  Plan.
          The terms of the Options are subject to the provisions of the Plan, as
the  same may from time to time be amended, and any inconsistencies between this
Agreement  and  the Plan, as the same may be from time to time amended, shall be
governed  by  the  provisions of the Plan, a copy of which has been delivered to
the  Optionee, and which is available for inspection at the principal offices of
the  Company.

11.          Professional  Advice.
          The  acceptance  of  the  Options  and the sale of Common Stock issued
pursuant  to  the  exercise  of  Options may have consequences under federal and
state  tax  and  securities  laws  which  may vary depending upon the individual
circumstances  of  the Optionee.  Accordingly, the Optionee acknowledges that he
or  she  has  been  advised  to  consult  his  or  her  personal  legal  and

<PAGE>

tax  advisor  in  connection  with  this  Agreement and his or her dealings with
respect  to  Options for the Common Stock.  Without limiting other matters to be
considered,  the  Optionee should consider whether upon the exercise of Options,
the Optionee will file an election with the Internal Revenue Service pursuant to
Section  83(b)  of  the  Code.

12.          No  Employment  Relationship.
          Whether  or not any Options are to be granted under this Plan shall be
exclusively  within  the  discretion  of  the  Plan  Administrator,  and nothing
contained  in  this  Plan  shall  be construed as giving any person any right to
participate  under this Plan.  The grant of an Option shall in no way constitute
any  form  of  agreement  or understanding binding on the Company or any Related
Company, express or implied, that the Company or any Related Company will employ
or  contract  with an Optionee for any length of time, nor shall it interfere in
any  way  with  the Company's or, where applicable, a Related Company's right to
terminate  Optionee's  employment  at  any time, which right is hereby reserved.

13.          Entire  Agreement.
          This  Agreement  is  the  only  agreement between the Optionee and the
Company  with  respect to the Options, and this Agreement and the Plan supersede
all  prior  and  contemporaneous oral and written statements and representations
and  contain  the  entire  agreement  between  the  parties  with respect to the
Options.

14.          Notices.
          Any  notice  required or permitted to be made or given hereunder shall
be  mailed  or  delivered  personally  to  the  addresses set forth below, or as
changed  from  time  to  time  by  written  notice  to  the  other:

The  Company:               e-financial  depot.com
     Attention:             John  Huguet,  President
The  Optionee:
                            -----------------------------
                            -----------------------------
                            (address)
e-financial  depot.com

Per:
     ------------------------
     John  Huguet,  President

          THERE  MAY NOT BE PRESENTLY AVAILABLE EXEMPTIONS FROM THE REGISTRATION
REQUIREMENTS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS FOR THE ISSUANCE OF
SHARES  OF  STOCK  UPON  EXERCISE  OF THESE OPTIONS.  ACCORDINGLY, THESE OPTIONS
CANNOT  BE  EXERCISED  UNLESS THESE OPTIONS AND THE SHARES OF STOCK TO BE ISSUED
UPON

<PAGE>

EXERCISE  OF THESE OPTIONS ARE REGISTERED OR AN EXEMPTION FROM SUCH REGISTRATION
REQUIREMENTS  IS  AVAILABLE.
          THE SHARES OF STOCK ISSUED PURSUANT TO THE EXERCISE OF OPTIONS WILL BE
"RESTRICTED  SECURITIES" AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT OF 1933
AND WILL BEAR A LEGEND RESTRICTING RESALE UNLESS THEY ARE REGISTERED UNDER STATE
AND FEDERAL SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.  THE
COMPANY  IS  NOT  OBLIGATED TO REGISTER THE SHARES OF STOCK OR TO MAKE AVAILABLE
ANY  EXEMPTION  FROM  REGISTRATION.

<PAGE>

                                    EXHIBIT A

                         Notice of Election to Exercise

          This  Notice  of  Election  to Exercise shall constitute proper notice
pursuant  to Section 5(h) of the e-finance depot.com 1999 Stock Option Plan (the
"Plan")  and  Section 8 of that certain Stock Option Agreement (the "Agreement")
dated as of the ----- day of ----------, 1999 between e-financial depot.com (the
"Company")  and  the  undersigned.
          The  undersigned  hereby  elects  to  exercise  Optionee's  option  to
purchase  -------  shares  of  the  common  stock  of  the Company at a price of
$-------  per  share,  for aggregate consideration of $-------, on the terms and
conditions  set  forth  in  the  Agreement  and  the  Plan.  Such  aggregate
consideration,  in the form specified in Section 8 of the Agreement, accompanies
this  notice.
          The  undersigned  has  executed  this  Notice  this  -------  day  of
---------,  1999.


---------------------------
Signature

--------------------------
Name  (typed  or  printed)