Exhibit 10.2

Eric Hanke
99 El Camino Real
Menlo Park, CA 94301

Re:  Changes to Compensation

Dear Mr. Hanke:

This letter memorializes certain changes in your compensation agreement with
BellaVista Capital. As discussed and agreed, effective September 1, 2004, your
base salary will be $165,000 per year.

You will also be eligible to receive annual incentive compensation up to a
target of $70,000 as described herein. Specifically, you will receive up to
$16,000 of incentive compensation based upon "deal flow" as set out below:

     -------------------------------- ------- ------------- --------------------
                                       Rate       Num                Total
     -------------------------------- ------- ------------- --------------------

      Issue term sheet                250          20                $5,000
     -------------------------------- ------- ------------- --------------------

      Borrower acceptance             750          8                 $6,000
     -------------------------------- ------- ------------- --------------------

      Approval by committee           1,000        5                 $5,000
     -------------------------------- ------- ------------- --------------------

You will also be entitled to receive up to $50,000 based upon .25% of new
investments of $20 million.

Finally, in the event that your employment with BellaVista is terminated without
cause, or your duties are materially altered, within one year of a "change of
control" of BellaVista, you will be entitled to receive payment of one year of
$175,000. The term "change of control" means the occurrence of any of the
following events:

                  i. Any "person," as such term is currently used in Section
         13(d) of the Securities Exchange Act of 1934, becomes a "beneficial
         owner," as such term is currently used in Rule 13d 3 promulgated under
         that Act of fifty percent (50%) or more of the Voting Stock of
         BellaVista. For purposes of this Agreement, Voting Stock means the
         issued and outstanding capital stock or other securities of any class
         or classes having general voting power under ordinary circumstances, in
         the absence of contingencies, to elect the directors of a corporation.

                  ii. The first day on which a majority of the Board consists of
         individuals other than Incumbent Directors, which term means the
         members of the Board on the date hereof; provided that any individual
         becoming a director subsequent to such date whose election or
         nomination for election was supported by two thirds of the directors
         who then comprised the Incumbent Directors shall be considered to be an
         Incumbent Director.

                  iii. The Board adopts any plan of liquidation providing for
         the distribution of all or substantially all of the BellaVista's
         assets.

                  iv. All or substantially all of the assets or business of
         BellaVista are disposed of in any one or more transactions pursuant to
         a merger, consolidation or other transaction (unless the shareholders
         of BellaVista immediately prior to such merger, consolidation or other
         transaction beneficially own, directly or indirectly, in substantially
         the same proportion as they owned the Voting Stock, all of the Voting
         Stock or other ownership interests of the entity or entities, if any,
         that succeed to the business of BellaVista).

                  v. BellaVista combines with another company and is the
         surviving corporation but, immediately after the combination, the
         shareholders of BellaVista immediately prior to the combination hold,
         directly or indirectly, fifty percent (50%) or less of the Voting Stock
         of the combined company, (there being excluded from the number of
         shares held by such shareholders, but not from the Voting Stock of the
         combined company, any shares received by affiliates of such other
         company in exchange for securities of such other company).


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                                                                    Exhibit 10.2

With the exception of the foregoing, all other terms and conditions of your
employment with BellaVista shall remain unchanged including, but not limited to,
the fact that your employment is at-will. BellaVista and you agree that either
you or BellaVista may, at any time, with or without cause and with or without
advance notice, terminate the employment relationship.

Should you have any questions about the subject matter of this letter, please
let me know.

                                   Sincerely,


                                   Robert Puette
                                   Chairman of the Board