THESE  SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND
EXCHANGE  COMMISSION  OR  THE SECURITIES COMMISSION OF ANY STATE. THE SECURITIES
ARE BEING OFFERED PURSUANT TO A SAFE HARBOR FROM REGISTRATION UNDER REGULATION S
PROMULGATED  UNDER  THE  SECURITIES  ACT  OF  1933,  AS AMENDED (THE "ACT"). THE
SECURITIES  ARE "RESTRICTED" AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES
OR  TO  U.S.  PERSONS (AS SUCH TERM IS DEFINED IN REGULATION S PROMULGATED UNDER
THE  ACT)  UNLESS  THE  SECURITIES  ARE  REGISTERED  UNDER  THE ACT, PURSUANT TO
REGULATION  S  OR  PURSUANT  TO  AVAILABLE  EXEMPTIONS  FROM  THE  REGISTRATION
REQUIREMENTS  OF  THE ACT AND THE COMPANY IS PROVIDED WITH OPINION OF COUNSEL OR
OTHER  SUCH  INFORMATION  AS  IT  MAY  REASONABLY  REQUIRE  TO CONFIRM THAT SUCH
EXEMPTIONS ARE AVAILABLE. FURTHER, HEDGING TRANSACTIONS INVOLVING THE SECURITIES
MAY  BE  MADE  ONLY  IN  COMPLIANCE  WITH  THE  ACT.

                           EFINANCIAL DEPOT.COM, INC.
                            6% CONVERTIBLE DEBENTURE

$2,500,000  USD     February  2,  2000

          EFINANCIAL  DEPOT.COM,  INC.,  a Delaware corporation (the "Company"),
for the value received, hereby unconditionally and absolutely promises to pay to
the  order of OXFORD CAPITAL CORP., or holder (collectively, the "Holder"), upon
presentation  and  surrender  of  this Debenture to the Company at its office at
150-1875  Century Park East, Century City California, 90067, or such other place
as the Company may designate from time to time, the Principal Sum due under this
Debenture,  on  February  2, 2003, or if such day is not a regular business day,
then on the next business day thereafter or (the "Maturity Date"), plus interest
at  the  simple  rate  of six percent (6%) per annum with all accrued and unpaid
interest  due  and payable on the Maturity Date or on the date this Debenture is
converted  into  shares  of  the  common  stock  pursuant  to  Section  1.

          All  dollar  amounts  set  forth  in  this Debenture are United States
Dollars. A regular business day is a day on which banks in the State of New York
and  the Province of Alberta are open for business and a trading day is a day in
which  the  New  York  Stock  Exchange  is  open  for  trading.

<PAGE>
          1.     PRINCIPAL  SUM.

The  Principal  Sum  outstanding  at  any time shall be Two Million Five Hundred
Thousand ($2,500,000) Dollars less any Principal Sum prepaid through the date of
the  calculation and less any Principal Sum which had been converted into Common
Stock  as  provided for in Section 2 hereof through the date of the calculation.

          2.     CONVERSION.

               (a)     The Holder of this Debenture shall have the right, at its
option,  beginning  on  the  thirtieth (30th) day after the Closing Date through
5:00  p.m.  Alberta,  Canada  time  on the last regular business day immediately
prior  to  the  Maturity Date to convert, subject to the terms and provisions of
this  Section  2, any or all of the outstanding Principal Sum of this Debenture.
Conversions  made  pursuant  to  this  Section  2  shall be made at a price (the
"Conversion  Price")  per share equal to the lesser of: (i) eighty percent (80%)
of  the  average  closing  bid  price  of the Common Stock of the Company on the
principal  market  for  such  Common  Stock  for  5  days  preceding  the date a
conversion  notice  is  provided  to the Company (the "Conversion Date") or (ii)
five  ($5.00)  dollars;  in  no  event  shall the Conversion Price be lower than
$3.00.

          To  effect  conversion of all or any part of the Principal Sum secured
by this Debenture, the Holder shall present the Company with a written Notice of
Conversion  by either registered mail or facsimile on the date of Conversion. In
either case, prior to issuance of previously unissued shares in the Common Stock
of  the  Company  to  the  Holder,  this  Debenture  must  be surrendered at the
principal  office  of  the  Company,  accompanied  by  the  original  Notice  of
Conversion  duly  executed,  and,  accompanied  by  a  written  instrument  or
instruments of transfer in form satisfactory to the Company duly executed by the
Holder  or its attorney duly authorized in writing to specify whether the Holder
desires  interest  on the amount of the Principal Sum being converted to be paid
in  cash  by  Company  check,  or  in  shares  of  Common  Stock of the Company.

               (b)     As promptly as practicable after the surrender, as herein
provided, of this Debenture for conversion and the completed and executed Notice
of  Conversion,  the  Company shall deliver or cause to be delivered, to or upon
the  written  order  of  the  Holder  of  this  Debenture  so  surrendered:  (i)
certificates  representing  the  largest  number of fully paid and nonassessable
full  shares  of  Common  Stock  into  which  this Debenture may be converted in
accordance  with  the  provisions of this Section 2; (ii) a check in payment for
fractional  shares, based on amount in cash equal to such fraction multiplied by
the  current  "Market  Price"  as  defined  in  Section  4 hereof; (iii) cash or
additional  shares  of  Common  Stock  of the Company for the accrued but unpaid
interest due on the Principal Sum being converted through the date of the Notice
of  Conversion;  and  (iv)  a replacement Debenture identical to this Debenture,
except  as  to  the  issue  date and as adjusted to reflect the Principal Amount
actually  outstanding  after  the  conversion, if less than the then outstanding
Principal  Sum  is being converted. Such conversion shall be deemed to have been
made  at  the  close of business on the date that this Debenture shall have been
received  by  the  Company  for  conversion,  with  a  Notice of Conversion duly

<PAGE>

executed,  in satisfactory form for conversion, so that the rights of the Holder
of  this Debenture as a Debenture holder as to the Principal Sum being converted
shall  cease  at  such time and, subject to the provisions of this Section 2(b),
the  person  or  persons  entitled  to  receive  the shares of Common Stock upon
conversion  of this Debenture shall be treated for all purposes as having become
the  record  holder  or  holders  of  such shares of Common Stock (including any
Common  Stock  issued for interest) at such time and such conversion shall be at
the  Conversion  Price  in  effect  at  such  time.

               (c)     After  the  registration  of  the Common Stock underlying
this  Debenture,  and  after  the  shares  of the Common Stock have traded above
$10.00  on  each day for 20 consecutive trading days, if there has been no Event
of  Default  under this Debenture, the principal amount of the Debenture will be
converted  in  accordance  with  the  conversion  terms  of  Section 2(a) above.

          3.     INTEREST

               At  the  Holder's  election,  accrued but unpaid interest must be
paid in Common Stock of the Company in an amount of shares equal to the interest
to  be  paid  in  Common Stock divided by the Conversion Price applicable to the
Principal  hereunder.  Not  earlier  than the sixtieth (60th ) day and not later
than  the  thirtieth  (30th)  day  prior  to the Maturity Date, the Holder shall
notify  the Company if it desires to have the accrued but unpaid interest due on
the  Maturity  Date paid in shares of Common Stock of the Company. If the Holder
does not give any such notice in a timely manner, the interest at Maturity shall
be  paid  in  cash  by  Company  check.

          4.     ANTI-DILUTION  PROVISIONS.

               After  February  2,  2000,  and  so  long  as  this  Debenture is
outstanding  and  not  fully exercised, the Company shall not, without the prior
consent  of the Holder, issue or sell (i) any Common Stock without consideration
or  for  a  consideration  per  share less than $3.00; or (ii) issue or sell any
warrant,  right,  contract,  call,  or other security or instrument granting the
holder  thereof the right to acquire Common Stock without consideration or for a
consideration  per  share  less  than  $3.00.

          5.     RECLASSIFICATION,  REORGANIZATION  OR  MERGER.

               In  case of any reclassification, capital reorganization or other
change  of  outstanding shares of Common Stock of the Company, or in case of any
consolidation  or  merger of the Company with or into another corporation (other
than  a  merger  with a subsidiary in which merger the Company is the continuing
corporation  and  which  does  not  result  in  any  reclassification,  capital
reorganization  or  other  change  of  outstanding shares of Common Stock of the
class  issuable upon conversion of this Debenture) or in case of any sale, lease
or  conveyance  to  another  corporation  of  the  property of the Company as an
entirety, the Company shall, as a condition precedent to such transaction, cause
effective  provisions  to  be  made  so  that  the  Holder  shall have the right
thereafter by converting this Debenture at any time prior to the payment in full

<PAGE>

of  the  Debenture,  to acquire the kind and amount of shares of stock and other
securities  and  property  receivable  upon  such  reclassification,  capital
reorganization  and other change, consolidation, merger, sale or conveyance by a
holder  of  the  number of shares of Common Stock which might have been acquired
upon  conversion  of  this Debenture immediately prior to such reclassification,
change  consolidation,  merger,  sale  or  conveyance.  Any such provision shall
include  provision for adjustments which shall be as nearly equivalent as may be
practicable  to  the  adjustments  provided for in this Debenture. The foregoing
provisions  of  this  Section  5  shall  similarly  apply  to  successive
reclassifications, capital reorganizations and changes of shares of Common Stock
and  to  successive  consolidations, mergers, sales or conveyances. In the event
that  in  connection  with  any such capital reorganization or reclassification,
consolidation,  merger,  sale  or  conveyance, additional shares of Common Stock
shall be issued in exchange, conversion, substitution or payment, in whole or in
part,  for  a  security  of  the Company other than Common Stock, any such issue
shall  be  treated as an issue of Common Stock covered by the provisions of this
Section  5  hereof.

          6.     REGISTRATION  UNDER  THE  SECURITIES  ACT  OF  1933.

               The  Company  shall register the shares of the Common Stock which
may  be issued upon the conversion of the principal sum of the Debenture and for
the  interest  payable  thereunder as provided for in Exhibit C to the Debenture
Purchase  Agreement,  the  Registration  Rights  Agreement.

          7.     REGULATION  S.

               This  Debenture  and the Common Stock issuable upon conversion or
as  interest  under  this  Debenture  were  issued  under Regulation S under the
Securities  Act of 1933, as amended, and may be transferred only as provided for
in  the  Debenture  Purchase  Agreement.

          8.     EVENTS  OF  DEFAULT.

               If  any  of one or more of the following described events, or the
events  as  described in the Debenture Purchase Agreement, occur (each an "Event
of  Default")  then:

(a)     The  Company  shall  fail  to pay the principal of, or interest on, this
Debenture  within five (5) days after the Holder has given written notice to the
Company  that  the  same  has  become  due;  or

               (b)     The  Company  shall fail to perform or observe any of the
provisions  contained  in  any  other Section of this Debenture or the Debenture
Purchase  Agreement  and  such  failure shall continue for more than thirty (30)
days  after  the  Holder  has  given  written  notice  to  the  Company;  or

               (c)     Any  material  representation or warranty made in writing
by  or on behalf of the Company in this Debenture shall prove to have been false
or incorrect in any material respect, or omits to state a material fact required
to  be  stated therein in order to make the statements contained therein, in the
light  of  the circumstances under which made, not misleading, on the date as of
which  made,  and  the Company shall have failed to cure such false or incorrect
statement  within  thirty (30) days after the Holder has given written notice to
Borrower;  or

               (d)     The Company shall be adjudicated a bankrupt or insolvent,
or  admit  in  writing its inability to pay its debts as they mature, or make an
assignment  for  the  benefit  of  creditors;  or the Company shall apply for or

<PAGE>

consent  to the appointment of a receiver, trustee, or similar officer for it or
for  all  or  any substantial part of its property; or such receiver, trustee or
similar  officer  shall  be  appointed without the application or consent of the
Company  and such appointment shall continue undischarged for a period of thirty
(30)  days;  or  the  Company shall institute (by petition, application, answer,
consent  or  otherwise) any bankruptcy, insolvency, reorganization, arrangement,
readjustment of debt, dissolution, liquidation or similar proceeding relating to
it  under  the  laws  of  any  jurisdiction;  or  any  such  proceeding shall be
instituted (by petition, application or otherwise) against the Company and shall
remain  undismissed  for  a  period  of thirty (30) days; or any judgment, writ,
warrant  of attachment or execution or similar process shall be issued or levied
against  a  substantial  part  of the property of the Company and such judgment,
writ,  or  similar process shall not be released, vacated or fully bonded within
thirty  (30)  days  after  its  issue  or  levy;  or

               (e)     A  final  judgment  for  money  in  excess of Twenty-Five
Thousand  ($25,000)  Dollars  not covered by insurance shall be rendered against
the  Company  and if, within thirty (30) days after entry thereof, such judgment
shall  not  have  been discharged, satisfied or execution thereof stayed pending
appeal,  or  if,  within thirty (30) days after the expiration of any such stay,
such  judgment  shall  not  have  been  discharged  or  satisfied;  or

               (f)     The  Company  shall be enjoined, restrained or in any way
prevented  by  a court order from continuing to conduct all or any material part
of  its  business  affairs;

          THEN,  or  at  any  time  thereafter,  and  in  each  and  every case:

                    (1)     Where the Company is in default under the provisions
of Section 8(d) hereof, the entire unpaid principal amount of the Debenture, all
interest accrued and unpaid thereon, and all other amounts payable to the Holder
hereunder  shall  automatically  become and be forthwith due and payable without
offset  or  counterclaim of any kind and without presentment, demand, protest or
notice  of  any  kind,  and  without  regard  to  the  running of the statute of
limitations,  all  of  which  are  hereby  expressly  waived by the Company; and

                    (2)     In any other case referred to in this Section 8, the
Holder  may,  by  written  notice  to  the  Company,  declare  the entire unpaid
principal  amount of this Debenture, all interest accrued and unpaid hereon, and
all  other  amounts payable hereunder to be forthwith due and payable, whereupon
the  same  shall  become  immediately  due  and  payable,  without  offset  or
counterclaim  of  any  kind  and without presentment, demand, protest or further
notice  of  any  kind,  and  without  regard  to  the running of any statutes of
limitation,  all  of  which  are  hereby  expressly  waived  by  the  Company.

          Any declaration made pursuant to Section 8(2) hereof is subject to the
condition  that, if at any time after the principal of this Debenture shall have
become due and payable, and before any judgment or decree for the payment of the
moneys  so due, or any thereof, shall have been entered, all arrears of interest
upon  this  Debenture (except that Principal Sum of this Debenture which by such
declaration  shall  have  become  payable)  shall have been duly paid, and every
Event  of  Default shall have been made good, waived or cured, then and in every
such  case  the  Holder  shall  be  deemed  to  have rescinded and annulled such
declaration  and  its  consequences;  but  no such rescission or annulment shall

<PAGE>

extend  to  or  affect  any  subsequent  Event  of  Default  or impair any right
consequent  thereon.

          9.     CORPORATE  OBLIGATION.

               It  is  expressly  understood  that  this  Debenture  is solely a
corporate  obligation  of  the  Company and that any and all personal liability,
either  at  common  law or in equity, or by constitution or statute, of, and any
and  all  rights and claims against, every stockholder, officer, or director, as
such,  past,  present or future, are expressly waived and released by the Holder
as  a  part  of  the  consideration  for  the  issuance  hereof.

          10.     TRANSFER.

               Subject to the appropriate provisions of the Act and of Section 7
hereof,  this  Debenture  or  any  portion of the principal amount hereof in One
Hundred Thousand Dollars ($100,000) increments, or multiples thereof (unless the
entire  Principal  Sum  is being transferred), is transferable on the records of
the  Company  upon  presentation  of  this  Debenture, properly endorsed, at its
principal  office;  upon  such  presentation  and  transfer  a  new Debenture or
Debentures  will  be issued; provided, however, no transfer shall be made to any
competitors  of the Company. For the purposes of payment and all other purposes,
the  Company  shall  deem  and  treat the person in whose name this Debenture is
registered as the absolute owner hereof and the Company shall not be affected by
any  notice  to  the  contrary.

          11.     MISCELLANEOUS.

               (a)     Notwithstanding  the  foregoing,  the Company promises to
pay interest after maturity (whether by acceleration or otherwise, and before as
well  as after judgment) at the same rate as above provided prior to maturity on
balances,  if  any,  then  outstanding.

               (b)     Interest  under  this  Debenture shall be computed on the
basis of a thirty (30) day month and a year of 360 days for the actual number of
days  elapsed.

               (c)     In  case  at any time any Common Stock shall be listed on
any  stock exchange or NASDAQ, the Company will list on such exchange or NASDAQ,
and  all  other  exchanges  where  such  stock  or  other  stock,  warrants, and
securities  at  the  time  issuable upon the conversion of this Debenture may be
listed, and keep listed thereon subject to listing requirements of such exchange
or  exchanges,  an  official  notice  of  issuance  upon  the conversion of this
Debenture,  all  shares of common stock and other stock and securities from time
to  time  issuable  upon  such  conversion.

               (d)     Unless  otherwise  specifically proved herein, any notice
required  by  this Agreement is effective and deemed delivered when faxed to the
numbers  set  forth  herein and receipt of such fax is electronically confirmed.
Any  such  notice shall also be sent on the day such fax is sent (or if such day
is  not  a  business  day, the next business day by overnight courier), properly
addressed.  Notices  will  be sent to the fax numbers and addresses set forth in
this  Agreement, unless either party notifies the other of an fax and/or address
change  in  writing.

<PAGE>

IN  WITNESS  WHEREOF,  the  Company  has caused this Debenture to be executed in
Vancouver,  British  Columbia  as  of  the  day  and  year  first above written.

EFINANCIAL  DEPOT.COM,  INC.
     By:  /s/  John  Huguet
          -----------------
     Its:  President
           ---------

OXFORD  CAPITAL  CORP.
By:  /s/  Riaz  Mamdani
     ------------------