Letter Of Intent


April  26,  2001


CFNasia  Holdings  Limited
P.0.  Box  957
Offshore  Incoprorations  Centre,
Road  Town,  Tortola,  British  Virgin  Islands

Attention:


Dear  Sirs,

     When  countersigned  by  each of the parties, the following will constitute
our  letter  of intent, outlining the general terms with respect to the purchase
by  e-financialdepot.com,  Inc., (the "Purchaser") of all issued and outstanding
shares  of  CFNasia  Holdings  Limited  (the  "Company").

1.     ACQUISITION
      ------------

     It  is  intended  that  the  Purchaser  shall,  subject  op  the  terms and
conditions  set  forth  herein  and  in the Definitive Agreement (as hereinafter
defined)  acquire all of the issued an and outstanding shares of the Company and
as  consideration  therefore  shall  issue the greater of 8,000 ,000 shares (the
"shares")  or  25%  of the issued and outstanding shares of the Purchaser of the
Purchaser  to  the  shareholders  of  the  Company, said shares to be subject to
transfer  restrictions  under   Rule   144  of  the   Securities  Act  of  1933.
Notwithstanding  the  above,  the  shareholders of the Company will also be paid
$2,000,000.00  US (the "cash"). This cash payment will be subject to terms to be
defined  in the definitive agreement, and payable from a successful financing of
at  least  $10,000,000 as arranged by the Purchaser.  Said shares will be issued
and  delivered  to  the  Company  at  the  time  of  closing.

2.     DEFINITIVE AGREEMENT
       --------------------

     The  parties  will  diligently  and  in  good  faith negotiate a definitive
agreement (the "Definitive Agreement") incorporating. the principal terms of the
contemplated  transaction as set forth herein and, in addition, such ocher terms
and  provisions  of  a  more  detailed  nature  as  the  parties may agree upon.

In  the  Definitive  Agreement,  each  of  the  Purchaser,  the  Company and the
principal  shareholders  of  the  Company  will  make  such  representations and
warranties  are  customary  in  transactions of this nature, including,, without
limitation,  representations  as  to  such parties power, authority and standing
engage  in  the  contemplated  transaction;  the  absence of material pending or
threatened  litigation  and  liabilities (contingent or otherwise) affecting the
business  of any party; the accuracy if the financial statements of the Company,
the  absence  of  any  materiel adverse changes in the business or the financial
condition  of  the  Company  or  the Purchaser, respectively, the absence of any
material  default  by  the  Company  or  the  Purchaser,  respectively under the
material  contracts  included  in the business of the Company and the Purchaser;
and  the  accuracy,  in all all material respects, of the information, contracts
and  other materials furnished by any of the parties hereto. A11 representations
and  warranties will survive the closing of the transactions contemplated herein

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and  any and all investigations at any time made by or on behalf of the parties.
Specific reference herein to the foregoing representations will not preclude the
Company  or  the  Purchaser,  respectively,  from  requiring  such  additional
representations  from  the other parties hereto as such party may deem advisable
in  the  Definitive  Agreement.

3.     DUE  DILIGENCE  PERIOD
       ----------------------

     The  parties  shall have a due diligence period ending on May 22, 2001 (the
"due diligence period"). During the Due Diligence Period each of the Company and
the  Purchaser will have the right to conduct a full due diligence investigation
of  the  other  corporation as more particularly set forth in section 5.  If the
results  of this due diligence investigation are unsatisfactory to either party,
in  its sole determination, then such party will have the option on the last day
of the due diligence period by 4:00 p.m. to terminate this letter of intent, and
if applicable, the Definitive Agreement, without liability, unless such date and
time  is  mutually  changed  by  the  Company  and  the  Purchaser  in  writing.

4.     CONDITIONS  TO  CLOSING
       -----------------------

     The  parties'  obligation  to  close  the  contemplated transaction will be
subject  to  specified  conditions  precedent including, but not limited to, the
following:

(a)  each  of  the  Company  and the Purchaser shall have received all necessary
consents,  approvals  and  other  authorizations  of any regulatory authorities,
shareholders  or  third  parties;
(b)  the  representations  and  warranties  of  the  Company,  the  principal
shareholders  of the Company and the Purchaser in the Definitive Agreement shall
remain  accurate  as  of  the  closing,  and  no material adverse changes in the
business  of  the  Company  or  the  Purchaser  shall  have  occurred;
(c)  Appointment  of  2  members  of  the  Board  of  Directors.

5.     ACCESS  TO  INFORMATION
       -----------------------

     Immediately  upon  the parties' execution of this Letter of Intent, each of
the  Purchaser  and  the Company and their respective attorneys, accountants and
financial  advisors  will  have  full access during normal business hours to all
employees,  consultants,  assets,  properties,  books,  accounts,  records,  tax
returns,  contracts  and  other  documents  of  the  Purchaser  and the Company,
provided, however that such access will not materially interfere with the normal
business  operations  of  suck  corporation.  In the event the parties terminate
their  discussions  for  any  reason  each of the Purchaser and the Company will
promptly  return all documents and other materials so provided to it and in such
circumstances  in  the  Purchaser agrees that it will not actively or passively,
directly  or  indirectly,  solicit  any  client  or  consultant  of the Company.

6.     USE  AND  CONFIDENTIALITY
       -------------------------

     All  of the information, records, books and data to which each party and/or
their  respective  representatives  are  given access as set forth above will be
used  by  such  party solely for the purpose of analyzing the other party hereto
and  will  be  treated  on  a  confidential  basis.  The  terms,  conditions and
existence  of  this  Letter and all further discussions between the parties will
also  be  treated  on a confidential basis, subject to appropriate disclosure to
regulatory  authorities and as otherwise required by the rules of any regulatory
authorities.

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7.     CLOSING
       -------
     The  closing  of the contemplated transaction (the "closing") will occur as
soon  as  reasonable possible after the satisfaction of all conditions precedent
specified  is  the  Definitive  Agreement, but in any event on or before May 31,
2001,  unless  otherwise  agree  by  the  parties.

8.     AGREEMENT NOT TO SELL; OPERATION OF BUSINESS
       --------------------------------------------

     Save  except  the Company's negotiations to restructure of its' holdings in
CFN  UK  and CFN Hongkong, commencing immediately, the parties hereto anti their
respective  agents  will  not,  nor  will  they  permit  any of their respective
officers  employees  or  agents  (including  and  without limitation, investment
bankers, attorneys and accountants) directly or indirectly to, solicit, discuss,
encourage  or  accept  any  offer for the purchase of such party or the business
and/or  the  assets of such party, whether as a primary or backup offer, or take
any  other  action with intention or reasonable foreseeable effect of leading to
any  commitment or agreement to sell such party or business and/or the assets of
such  party.  In  addition, the parties will conduct their respective operations
according  to  its  ordinary  and  usual course of business consistent with past
practices  and  will  not  enter  into  any  material  transactions or incur any
material  liabilities  without  obtaining the consent of the other party hereto,
which  consent  will  not  be  unreasonably held of delayed. The obligations set
forth  in  this  section  8  will  terminate  on May 31, 2001; if by such date a
closing  as  not  occurred,  unless  further  extended  by the purchaser and the
company.  Not  with  standing  the  foregoing  nothing herein shall restrict the
parties hereto from taking such actions as may be required in order to discharge
their  obligations  pursuant  to  applicable  corporate  laws.

9.     COST AND EXPENSES
       -----------------

     Except as otherwise specifically set forth herein. Each party will bear its
own  attorneys,  brokers,  investment  bankers, agents, and finders employed by,
such  party.  The  parties  will indemnify each other against any claims, costs,
losses, expenses or liabilities arising from any claim for commissions, finder's
fees  or  other  compensation  in  connection with the  contemplated transaction
which  may  be  asserted by any person based on any agreement or arrangement for
payment  by  the  other  party.

10.     CURRENCY
        --------

     All  dollar  amounts  referred  to  herein  are  expressed in U.S. dollars.

11.     CHOICE OF LAW
        -------------

     This  letter  of  intent  shall be construed in accordance with laws of the
State  of California and the parties attorn to the exclusive jurisdiction of the
courts  of  California  in  respect  of  all  disputes  arising  hereunder.

12.     EXECUTION IN COUNTERPART
        ------------------------

The parties may execute this Letter of  Intent in two or more counterparts, each
of  which  is  deemed  to  be  an  original and all of which will constitute one
agreement,  effective  as  of  the  date  given  above.

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13.     LETTER OF INTENT
        ----------------

     Subject  to  the  ability of the parties to terminate this Letter of Intent
during  the  Due  Diligence  Period,  this  letter in intended to be non-binding
letter of intent regarding the contemplated transactions.   The parties agree to
negotiate  a  Definitive  Agreement  generally consistent with the terms of this
Letter  of  Intent on or before the day which is 15 days from the date set forth
on  page  1 of this Letter of Intent, but intend that the rights and obligations
between  them  shall  be  as  set forth herein until such time as the Definitive
Agreement  is  signed  and delivered by all of the parties. Upon such event, the
parties  respective  legal  rights  and  obligations will then be only those set
forth  in  the  Definitive  Agreement.

     If  the  foregoing accurately sets forth your understanding in this regard,
please  date, sign  and  return the enclosed copy of the Letter of Intent to the
undersigned.

Yours  very  truly,

e-financialdepot.com,  Inc.

Per:    /s/Randy Doten
Name:   Randy Doten
Title:  Director

Acknowledged  and  Accepted  this
5  day  of  May  2001

CFNasia  Holdings  Lirnited

Per:     /s/ Paul Heffner
Name:    Paul Lincoln Heffner
Title:   CEO

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