EMPLOYMENT AGREEMENT


         THIS  AGREEMENT made  as  of  the  31  day  of  March,  2001

 BETWEEN:

        E-FINANCIAL  DEPOT.COM,  INC.  with offices at  150  - 1875 Century Park
        East, Century  City,  California,  90067

             (hereinafter  referred  to  as  the  "Company")
                                                               OF THE FIRST PART

 AND:  MR.  PAUL  LEMMON  (hereinafter  referred  to  as  "Contractor")

                                                              OF THE SECOND PART
WHEREAS:

A. it has been understood and agreed between the Contractor and the Company that
an  employment  agreement  would be drawn up and submitted to the Contractor and
the  Company  for  approval;  and

B.  the  Contractor  and  the  Company now wish to formally record the terms and
conditions upon which the Contractor will continue to be employed by the Company
and  that  they  have  agreed  to  the  terms  and  conditions set forth in this
Agreement,  as  evidenced  by  their  execution  hereof.

NOW  THEREFORE  THIS  AGREEMENT  WITNESSES  that  in consideration of the mutual
covenants  and agreements herein contained and for other good and other valuable
consideration,  the  parties  agree  as  follows:

1.   Employment.

The  Contractor  shall  be employed by the Company in the position of, and shall
perform  the functions of, President and Chief Executive Officer of the Company.

2.   Term.

The term of employment under this Agreement will commence and shall continue for
2 years  until  terminated  as  hereinafter  provided.

3.   Inducement  to  Hiring

In  consideration  of  the  Contractor  agreeing to enter into this Contract the
Company  shall:

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(a)     issue  to  the  Contractor  1,000,000 shares in the capital stock of the
Company,  said  shares  being  subject  to  restrictions  under  Rule  144;  and

(b)     grant  to the Contractor an option to acquire 1,000,000 common shares of
the  Company at a price of $.50 per share, said option exercisable for a term of
2 years of which 250,000 will be vested each six months following the first date
of  employment.  Such  shares  are  subject  to  "topping  up"  upon any partial
exercise  in accordance with the terms of the option with any subsequent options
granted  to  have  an  exercise price equal to the market price of the Company's
shares  at  the  time  of  such  grants.

4.     Salary.

The  Contractor  shall  receive  a  base  salary  of  $250,000 per annum in U.S.
Dollars,  subject  to  such  annual  increases  as the board of directors of the
Company shall determine, together with such annual bonus of up to $500,000 (TBD)
based  upon  performance  as  shall,  at  the  sole  discretion of the Company's
compensation  committee,  be  awarded.

5.     Termination.

This  Agreement  may  be  terminated  only  as  follows:

(a)     by  the  death  of  the  Contractor;

(b)     by the Company upon six months' written notice if the Contractor becomes
unable  to render or perform duties and responsibilities which the Contractor is
to  discharge  hereunder  by  reason  of  total  or permanent physical or mental
disability;

(c)     by the Contractor upon 30 days' written notice or such shorter period as
may  be  agreed  to  by  the  Company  and  the  Contractor;

(d)     by  the  Company  in the circumstances in which there is no "cause" upon
the  Company  complying  with  the  provisions  of paragraphs 6, 7 and 8 hereof;

(e)     by  the  Contractor in the circumstances and upon the terms described in
paragraph  10  hereof,  whether  or not there has been a "Change of Control", as
defined  in  paragraph  9  hereof.

(f)     If the contractor does not complete the two year term of employment both
the  stock  and  options  granted shall be returned to the Company on a pro-rata
basis,  unless  cause  is  5  (a)  or  (e).
For  clarity,  if  the  Company terminates the employment of the Contractor as a
result of the Contractor's refusal to physically relocate, the termination shall
not  be  for  cause  and  the  provisions  of subparagraph 5(e) will apply.  The
Company shall not dismiss the Contractor pursuant to subparagraphs 5(b), 5(c) or
5(e)  unless  such  dismissal  is  specifically approved by the directors of the
Company.

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6.     Severance.

If  the  employment  of  the  Contractor  is  terminated:

(a)     under  subparagraph  5(e),  other than as contemplated under (b), herein
the  Company  shall  pay  to  the  Contractor  the  following lump sum severance
payment:

(i)     in  circumstances  where the Contractor has been employed by the Company
for  more  than two years but less than 3 1/2 years, an amount equal to 9 months
of base salary and monetary benefits together with an amount equal to 3/4 of the
most  recent  annual  bonus  paid  to  the  Contractor;

(ii)     in  circumstances where the Contractor has been employed by the Company
for more than 3 1/2 years but less than 4 years, an amount equal to 12 months of
base  salary  and  monetary  benefits  together with an amount equal to the most
recent  annual  bonus  paid  to  the  Contractor;

(iii)     in circumstances where the Contractor has been employed by the Company
for  more  than  4  years but less than 5 years, an amount equal to 15 months of
base  salary  and monetary benefits together with an amount equal to 1 1/4 times
the  most  recent  annual  bonus  paid  to  the  Contractor;
(iv)     in  circumstances where the Contractor has been employed by the Company
for  more than 5 years, an amount equal to 18 months of base salary and monetary
benefits  together  with  an  amount equal to 1 1/2 times the most recent annual
bonus  paid  to  the  Contractor;

(b)     under  subparagraph  5(e),  as  contemplated under paragraph 9, or under
subparagraph  5(e)  in  circumstances  where a Change of Control (as hereinafter
defined)  occurs  within  120  days  following the Contractor's termination, the
Company  shall promptly pay to the Contractor a lump sum severance payment in an
amount  equal to 18 months of base salary and monetary benefits together with an
amount  equal to 1 1/2 times the most recent annual bonus paid to the Contractor

7.     Benefits.

During  the  term  of this Agreement the Contractor shall receive such executive
benefit  plans and other compensation programs as the Company generally provides
its  other  salaried  executives.  If  the  employment  of  the  Contractor  is
terminated  under  subparagraphs  5(d) or 5(e) the Company shall continue to pay
contributions  to  the Contractor's medical, dental and health plans, pension or
group or individual RRSP plans and insurance, shall maintain executive loans and
continue  to  pay  all  privileges  including  automobile  allowances  and other
benefits generally available to other Contractor executives of the Company for a
period  equal  to the period of severance payments determined in accordance with
paragraph  6  hereof  provided  that,  if the Contractor no longer qualifies for
inclusion  in any medical, dental, health or other benefit plans of the Company,
the

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Company  shall  pay  to  the  Contractor  such  amounts as are necessary for the
Contractor  to  arrange  to  obtain such benefits privately for the remainder of
such  period.

8.     Stock  Options.

If  the  employment  of the Contractor is terminated under subparagraphs 5(d) or
5(e)  then  the  term  during  which any option to purchase common shares of the
Company and the term during which any option to purchase common shares any other
corporation,  if  such  option  was granted to the Contractor in relation to the
Contractor's employment with the Company, shall be extended in every case to the
later  of  the  expiry date of such options (collectively the "Options") and the
end  of the period of severance payments determined in accordance with paragraph
6  hereof.  In  addition,  any  provisions  which  restricts the exercise of the
Options  before  a  particular  date  shall  be  waived.  Subject  to  required
regulatory  approvals,  if  the exercise price of any option granted at the same
time  as  any option granted to the Contractor is reduced, the exercise price of
the  option  granted  to  the Contractor shall be reduced to the lowest price at
which  common  shares  of  the  corporation granting the option may be purchased
pursuant  to  any  repriced  option.  The terms of any option agreement shall be
deemed  to  be  amended  to  reflect  the  provisions  of  this  paragraph  8.

9.     Change  of  Control.

If  a  "Change  of  Control" (as hereinafter defined) occurs the Contractor may,
within 180 days of the effective date of the Change in Control, give notice (the
"Termination  Election")  to the Company that he has elected to treat the Change
of  Control  as a termination of this Agreement.  The Company at that time shall
for  all  purposes  be deemed to have terminated this Agreement without cause in
accordance with subparagraph 5(d) hereof and the Contractor shall be entitled to
the  benefit  of  the  provisions  of  paragraphs  6(b),  7 and 8 hereof.  If no
Termination Election is received by the Company within 180 days of the effective
date  of  a Change of Control, the Contractor shall be deemed to have elected to
continue  his  employment  with  the  Company  under the terms of this Agreement
subject  to  the  provisions  of  paragraph  10.  For  the  purposes  of  this
subparagraph  and  subparagraph 5(e) of this Agreement, a "Change of Control" of
the  Company  shall  have  occurred  when:

(a)     any  Person  (as  defined  in  the Securities Act (British Columbia), as
amended  from  time  to  time) or combination of Persons acquires or becomes the
beneficial  owner of, directly or indirectly, whether through the acquisition of
previously  issued  and  outstanding  voting  securities or of voting securities
which  have  not been previously issued, or any combination thereof or any other
transaction  having  a  similar effect, a sufficient number of securities of the
Company  to  affect  materially the control of the Company or 20% or more of the
voting  securities  of  the  Company;

(b)     any  resolution  is  passed  or  any  action or proceeding is taken with
respect  to  the  liquidation,  dissolution  or  winding-up  of  the  Company;

(c)     20%  or  more  of  the  issued  and outstanding voting securities of the
Company  become  subject  to  a  voting  trust;

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(d)     the  Company  consolidates or merges with or into, amalgamates or enters
into  a  statutory  arrangement  with  any  other  Person;

(e)     the  Company  sells,  leases or otherwise disposes of property or assets
aggregating  more than 50% of the consolidated assets of the Company measured by
book  or  fair  market  value,  whether  pursuant  to  one or more transactions;

(f)     any  Person not part of existing management of the Company or any Person
not  controlled  by the Company or any affiliate of the Company, enters into any
arrangement  to  provide all or substantially all the management services to the
Company;

(g)     there  shall  be a change in a majority of the board of directors of the
Company  whether  as  a  result  of  a  shareholders  meeting  or as a result of
appointments  made in filling vacancies caused by resignations of members of the
board  of  directors;  or

(h)     the  Company enters into any transaction or arrangement which would have
the same or similar effect as the transactions referred to in (b),(d),(e) or (f)
above.

10.     Material  Changes

Subsequent  to  a Change of Control, the Contractor may by written notice to the
Company  elect to terminate the Contractor's employment and the Contractor shall
be  entitled  to the benefit of the provisions of paragraphs 6(b),7 and 8 hereof
if  there  occurs  within  one  year  of  a Change of Control one or more of the
following  events:

(a)     an  adverse  material  change  in  the  Contractor's  duties  and
responsibilities  such that the Contractor is required to assume duties that are
not  consistent  with  or  relinquish responsibilities that are consistent with,
those  performed  by  the  Contractor  prior  to  the  Change  of  Control;

(b)     an  adverse  material change in the salary or benefits of the Contractor
from  those  received  by  the  Contractor  prior  to  the  Change  of  Control;

(c)     a  diminution  of  the  title of the Contractor as it exists immediately
prior  to  the  Change  in  Control;  or

(d)     a  change  in  the  person  or  body  to  whom  the  Contractor  reports
immediately  prior  to  the  Change  of  Control,  except  if  such person is of
equivalent  rank  or stature or such change is as a result of the resignation or
removal of such persons, provided that this shall not include a change resulting
from  a  promotion  in  the  normal  course  of  business.

11.     Relocation  Expenses.

If  the Contractor moved to California to accept employment with the Company and
if the Contractor has been resident in California for less than 12 months at the
time that the Contractor

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becomes entitled to a payment pursuant to paragraphs 6,7 or 8 hereof as a result
of  the  termination or deemed termination of employment under subparagraph 5(d)
or  5(e)  or  paragraph  10,  the Company shall reimburse the Contractor for all
reasonable  expenses incurred in relocating himself and his immediate family and
their  household  effects  back to the location from which the Contractor moved.

12.     Business  Expenses.

The  Contractor  will  be  reimbursed by the Company for all reasonable business
expenses  incurred  by  the  Contractor  in  connection  with  his duties within
previously  approved budgets upon submission of a monthly statement of expenses.

13.     Vacation.

The  Contractor shall be entitled to periods of vacation during the term of this
Agreement  upon  terms  and  conditions  as  established  by the Company (or any
assignee  Company  pursuant to Paragraph 12 hereof) and consistently applied for
its  other  salaried  Contractors.

14.     Disclosure  of  Information.

The Contractor shall not, at any time during the employment of the Contractor by
the  Company  and/or  at  any time thereafter, directly or indirectly, disclose,
communicate,  divulge,  furnish  or make accessible or available, in whole or in
part,  to  any person, firm, company, corporation or other entity, or use in any
fashion,  other  than  in  the  discharge  and  performance  of  the  duties and
responsibilities of the Contractor to the Company, any confidential information,
material  or  matter relating to the business of, or any other trade secrets of,
the  Company  or  any  firm, company, corporation or other entity related to the
Company  (Company's Affiliates") obtained or acquired while in the employ of the
Company.  The  Contractor  and  the  Company hereby specifically acknowledge and
agree  that any information concerning (a) the business, operation or methods of
the  Company  and  the Company's Affiliates, (b) the customers or clients of the
Company  and  the  Company's Affiliates, (c) the past present or future research
done  by  the  Company  and  the Company's affiliates, and (d) any method and/or
procedure relating to or pertaining to projects developed by the Company and the
Company's   Affiliates   or  contemplated  by  the  Company  and  the  Company's
Affiliates,  are  of material importance and significance to the business of the
Company. Accordingly, the Contractor and the Company agree that all of the above
not  readily  available  from  an unrelated third part are to the maximum extent
permitted  by  law  to  be  regarded  as  information  or material which is of a
confidential  nature;  that  trade  secrets  of  the  Company  or  the Company's
Affiliates  shall  be  deemed  to  include  any  and  all  processes, equipment,
machinery, devices, techniques, methods, designs, inventions, materials, formula
and  the  like  (whether patentable or not) used by the Company or the Company's
Affiliates  in  the  conduct  of  its or their business, and all data, know-how,
drawings,  plans, written instructions or other writings, relating or pertaining
thereto  or  to any other aspect of the business of the Company or the Company's
Affiliates,  which  are  not  in  the  "public  domain"  or  not  generally know
throughout  the  industry of which the Company of the Company's Affiliates are a
part;  that  any  and  all such confidential information, material or matter, or
trade secrets, from time to time disclosed, divulged, communicated, furnished or
made  available  to  the  Contractor  is  solely for the purpose of enabling the
Contractor  to  perform  and  discharge  the  duties  and  responsibilities  of

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the Contractor to the Company;that no such disclosure, divulgence, communication
or  the  like  shall in any manner whatsoever be deemed or construed to derogate
from  or  affect  any  of the provision set forth herinabove; and that it is the
specific  intent  of  the  Company  and  the Contractor that each and all of the
provision  set  forth  herein shall be valid and enforceable as specifically set
forth  herein.  If  it shall be judicially determined that any of the provisions
set  forth  herein  shall  not be valid or enforceable as specifically set forth
herein,  such  provision  shall  not  be  declared  invalid  but rather shall be
modified  in such manner so as to result in the same being valid and enforceable
to  the  maximum extent permitted by law. In the event of a breach or threatened
breach  by  the Contractor of the provisions of this Paragraph, the Company may,
in  addition  to any other remedies it may have, obtain injunctive relief in any
court  of  appropriate jurisdiction to enforce this Paragraph. The provisions of
this  Paragraph shall survive the expiration or termination, for any reasons, of
this  Agreement  and  shall  be  separately  enforceable.

15      General

(a)     Assignment.

The  rights  and obligations of the Contractor hereunder are not assignable.  If
the  Contractor  has  not  elected  to  terminate the Contractor's employment in
accordance with the terms of this Agreement, this Agreement shall be assigned by
the  Company  to  any  successor corporation of the Company and shall be binding
upon  such  successor  corporation.  The Company shall ensure that the successor
corporation  shall  continue  the provisions of this Agreement as if it were the
original  party in place of the Company; provided however that the Company shall
not  thereby  be  relieved  of any obligation to the Contractor pursuant to this
Agreement.  If  there occurs a Change in Control, the Company shall be obligated
to  ensure  that  the  successor  corporation  honours  this Agreement as if the
Contractor  had  exercised his maximum rights hereunder as of the effective date
of  such  transaction.

     (b)     Entire  Agreement.

This Agreement shall supercede and replace any prior contract of employment that
exists  between the Company or any subsidiary of the Company and the Contractor.

     (c)     Independent  Advice.

This  Agreement  was  prepared by the Company.  The Contractor has been asked to
obtain independent legal advice before signing this Agreement and the Contractor
represents  by signing this Agreement that he has either obtained such advice or
waived  such  advice.

     (d)     Controlling  Law.

The  validity and construction of this Agreement or  any of its provisions shall
be  determined  under  the  laws  of  the  Province  of  British  Columbia.  The
invalidity  or  unenforceability  of  part  or  all  of  any  provisions of this
Agreement  shall  not  affect  or  limit  the validity and enforceability of the
remainder  of  such  provision  and  other  provisions  of  this  Agreement.

     (e)     Counterparts  and  by  Facsimile.

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This  Agreement  may  be  executed  in one or more counterparts, any counterpart
delivered  via facsimile shall be deemed an original, and all such counterparts,
taken  together,  shall  constitute  one  and  the  same  instrument.

     (f)     Miscellaneous.

This  Agreement  may  not be changed orally, but only by an agreement in writing
signed  by  the  party  against  whom  enforcement  of  any  waiver,  change,
modification,  extension  or  discharge  is  sought.

     (g)     Headings.

The  headings herein are inserted only as a matter of convenience and reference,
and  in  no  way  define,  limit  or describe the scope of this Agreement or the
intent  of  the  provisions  thereof.

     (h)     Currency.

All  references  to  monetary  amounts  in this Agreement are to lawful money in
Canada.

     (i)     Damages.

All  payments  provided  for  herein  shall be in lieu of other notice or damage
claims as regards the dismissal or termination of employment with the Company or
any  subsidiary  of  the Company of the Contractor after a Change in Control and
the  arrangements  provided  for  herein  shall  be  considered  in any judicial
determination  of appropriate damages at common law for dismissal without cause,
other  than  as  provided  for  in  this  Agreement.

     (j)     Beneficiaries.

In  the  event  that  the  Contractor  dies prior to the satisfaction of all the
obligations  of  the Company under this Agreement, any remaining amounts payable
to  the  Contractor  by  the Company and any rights of the Contractor including,
without limitation, pursuant to the Options, shall be paid to or exerciseable by
the person or persons previously designated by the Contractor to the Company for
such  purposes.  Any such designation of beneficiaries shall be made in writing,
signed  by the Contractor and dated and filed with the Secretary of the Company.
In  the event that no designation is made, all such amounts shall be paid by the
Company  to  the  estate  of  the  Contractor.

     (k)     Further  Assurances.

Each  of  the Company and the Contractor agrees to make, do and execute or cause
to  be  made,  done and executed all such further and other things, acts, deeds,
documents, assignments and assurances as may be necessary or reasonably required
to  carry  out  the  intent and purpose of this Agreement fully and effectually.
Without  limiting  the  generality  of the foregoing, the Company shall take all
reasonable  steps  in order to structure the payment or payments provided for in
this Agreement in the manner most advantageous to the Contractor with respect to
the provisions of the Income Tax Act (Canada) or similar legislation in place in
the  jurisdiction  of  residence  of  the  Contractor.

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     (l)     Notices.

Any  election  or designation to be made by the Contractor pursuant to the terms
of  this  Agreement  shall be by notice in writing pursuant to the terms of this
Agreement  shall  be  by  notice  in  writing  addressed to the attention of the
President  of  the  Company and shall be delivered to the Company at its address
above,  or  such  other  address  as  the  Company  may notify the Contractor in
writing.

     (m)     Severability.

Any provision of this Agreement which contravenes any applicable law or which is
found  to  be  unenforceable  shall,  to  the  extent  of  such contravention or
unenforceability,  be  deemed severable and shall not cause this Agreement to be
held  invalid  or  unenforceable  or affect any other provision or provisions of
this  Agreement.

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

                                   E-FINANCIAL  DEPOT.COM,  INC.


/s/  Paul  Lemmon                  By:  /s/  Randy  Doten
     Paul  Lemmon                  Randy  Doten,  Director

/s/  Sue Elliott                   /s/   John  Huguet
                                   John  Huguet,  Pres.  &  CEO