EXHIBIT 3.01


                            STOCK PURCHASE AGREEMENT


THIS STOCK PURCHASE AGREEMENT  (hereinafter referred to as the "Agreement"),  is
made  effective as of the 17th day of  November,  2003,  by and among  SILVERADO
FINANCIAL,  INC.,  a Nevada  corporation  (hereinafter  referred  to as "SLVO"),
having its principal address at 1475 S. Bascom Avenue,  Suite 210, Campbell,  CA
95003, and SAN FRANCISCO FUNDING,  INC., a California  corporation  (hereinafter
referred to as "SFF"), having its principal address at 250 Bel Marin Keys, Suite
A,  Novato,  CA 94949  and Mr.  Daniel  Selis  and  Mrs.  Sarah  M.  Selis  (the
"Shareholders  of SFF"),  having their principal  address at 5562 Valerio Trail,
San Diego, CA 92130 and hereinafter referred to collectively as "THE PARTIES".

                                    RECITALS

WHEREAS,  SLVO is desirous of purchasing,  in a tax-free exchange, as defined by
the United  States  Internal  Revenue  Code,  all of the issued and  outstanding
shares of the Common Stock of SFF in exchange for One  Hundred,  Fifty  Thousand
(150,000)  shares  of SLVO  Restricted  Common  Capital  Stock and  Twenty  Five
Thousand  (25,000)  shares  of SLVO  Restricted  Series  A  Secured  Convertible
Preferred Stock as described in Section 1.01 (a) (ii) below.

NOW,  THEREFORE,  in consideration  of the following mutual promises,  payments,
exchanges,  credits,  covenants,  restrictions,  agreements  and other  valuable
considerations,  the receipt and  sufficiency of which shall be  acknowledged by
each party upon execution  hereof,  the parties,  with full intent to be legally
bound hereby, agree as follows:

SECTION 1. Conversion of Securities; Exchange of Certificates

1.01  Closing.  Subject to the  provisions of this  Agreement,  the closing (the
"Closing") of the  transactions  contemplated by this Agreement shall take place
at the offices of SLVO located at 1475 S. Bascom Avenue, Suite 210, Campbell, CA
95003, on the 17th day of November,  2003, or at such other time and date as the
parties hereto may mutually  agree.  Provided,  however,  that if a condition to
Closing shall not have been  fulfilled or waived at such time,  any party hereto
entitled to the benefits of such condition may postpone the Closing by notice to
the other  parties  until such  condition or  conditions  shall have been met or
waived,  except that in no event shall the Closing  occur after  November  18th,
2003 without the written agreement of all parties hereto.

(a)  Exchange of Capital Stock.  At the Closing,  the  Shareholders of SFF shall
     exchange  all  of the  existing  shares  of SFF  Common  Stock  issued  and
     outstanding as of the Closing for,

     (i)  One Hundred Fifty  Thousand  Shares  (150,000) of  restricted  (as per
          section 3.06 below) of SLVO Common Capital Stock ("Common").

     (ii) 25,000 shares of restricted  (as per section 3.06 below) SLVO Series A
          Secured Convertible Preferred Stock ("Preferred") with a face value of
          $250,000  and bearing  cumulative  dividends  at six percent  (6%) per
          year. The Preferred shares shall have a right to convert to restricted
          (as per  section  3.06  below)  Common  shares,  at the  option of the
          holder,  for ten Common shares per each Preferred  share  converted by
          the  holder.  The shares may be  redeemed by SLVO at our option at any
          time  after  issuance  for an amount  equal to the face  value of each
          share plus any unpaid accrued dividends.  The Preferred shares have no


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          right to vote in any shareholder  meetings unless  converted to Common
          by the holder.  The  Preferred  shares are secured  against all of the
          shares of SFF purchased by SLVO under this stock  purchase  agreement.
          The Preferred shares shall have piggyback registration rights upon any
          subsequent registration made by SLVO with the United States Securities
          and Exchange Commission ("SEC").

SECTION 2. Representations and Warranties of SFF. SFF represents and warrants to
SLVO as follows:

2.01 Organization,  Standing and Power; Qualification. SFF is a corporation duly
organized,  validly existing and in good standing under the laws of the State of
California;  has all  requisite  corporate  power to own,  lease and operate its
properties  and to carry on its business as  currently  being  conducted  and as
currently  proposed to be conducted;  is duly qualified to do business and is in
good standing in each  jurisdiction  in which the failure to be so qualified and
in good standing would have a material  adverse  effect on its business,  assets
(including   intangible   assets),   properties,   liabilities   (contingent  or
otherwise),   financial  condition,  operations,  or  results  of  operation  (a
"Material Adverse Effect") of SFF.

2.02 SFF Capital  Structure.  All outstanding shares of SFF Stock have been duly
authorized and validly issued, are fully paid and nonassessable,  were issued in
compliance  with  state and  federal  securities  laws,  and are  subject  to no
preemptive rights or rights of first refusal created by statute, the Articles of
Incorporation  or Bylaws of SFF or any  agreement  to which SFF is a party or by
which it is bound. The authorized capital stock of SFF as of November 14th, 2003
consists  of 2,000  shares of SFF Common  Stock,  of which  2,000 are issued and
outstanding.  All directors of SFF agree to not issue  additional  shares of SFF
after the Closing without the prior written consent of SLVO.

2.03 No Conflicts.  Neither the execution and delivery of this Agreement by SFF,
the  performance by SFF of any of its obligations  hereunder,  the execution and
delivery by SFF of any  agreement  required to be entered into  pursuant to this
Agreement,  nor the consummation of the transactions  contemplated  hereby, will
result in any of the following:  (a) a default or an event that,  with notice or
lapse of time, or both, would constitute a default, breach or violation of

(i)  any provision of the Articles of Incorporation or Bylaws of SFF, or

(ii) any  of  the  terms,  conditions  or  provisions  of  any  lease,  license,
     franchise,  promissory note, contract,  agreement,  commitment,  indenture,
     mortgage,  deed of trust, or other  instrument,  document or arrangement to
     which SFF is a party or by which it or any of its respective  properties or
     assets may be bound and which is material to SFF

     (a "Material Contract");

     (b)  the  creation  or  imposition  of any  Lien  on any of the  assets  or
          properties of SFF;

     (c)  the  termination of any Material  Contract or the  acceleration of the
          maturity of any indebtedness or other material obligation of SFF;

     (d)  a violation or breach of any order,  writ,  injunction,  decree,  law,
          statute  or  regulation  of  any  court  or   governmental   authority
          applicable to SFF or any of its respective properties or assets; or

     (e)  the cessation or  termination of any other  business  relationship  or
          arrangement   between  SFF  and  any  third  party  the  cessation  or
          termination of which would have a Material Adverse Effect.

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2.04  No  Consent.  No  consent,   approval,   order  or  authorization  of,  or
registration,  declaration  or filing  with,  any person or entity or any court,
administrative   agency  or  commission  or  other  governmental   authority  or
instrumentality  is required by or with  respect to SFF in  connection  with the
execution and delivery of this Agreement or the consummation of the transactions
contemplated hereby.

2.05 Leases and Rental  Agreements.  There are no leases  except as set forth in
Schedule 2.05 below.

2.06 Financial Information.  SFF has furnished, audited financial information of
SFF and its subsidiaries  through October 31st, 2002 and unaudited statements as
of October 31, 2003. All of the financial  information  furnished by SFF (as set
forth in the following  sentence) shall be complete and accurate in all aspects,
and shall omit no  information,  which would be required to accurately  describe
the results of operations  and  statement of financial  condition of SFF for the
last two fiscal years or shorter period if applicable.

2.07 Taxes. Any property, real estate, income, payroll or other taxes which have
been assessed  against SFF or its assets or subsidiaries  have been paid in full
through the date of the last required  payment,  or if unpaid,  are set forth in
Schedule 2.07 below.

2.08 Insurance.  SFF has disclosed to SLVO, in writing,  all insurance  coverage
covering  the  business  affairs,  assets,  liabilities  or  other  obligations;
completion of the transaction contemplated by this Agreement shall not adversely
affect the existence or coverage of such  insurance.  Schedule 2.08 below,  sets
forth the information required by this Section 2.08.

2.09 Licenses and Permits;  Compliance with Laws. Each of the material  licenses
and permits  necessary for the operation of SFF'S  business is in full force and
effect, and there are no pending or, to the knowledge of SFF,  threatened claims
or proceedings challenging the validity of, or seeking to revoke or discontinue,
any of the material licenses and permits. None of the transactions  contemplated
by this  Agreement  will  affect  the  validity  of or cause the  revocation  or
discontinuation of any of the material licenses and permits.

2.10 Litigation.  Except as set forth in Schedule 2.06 attached hereto, There is
no pending,  or, to the best  knowledge  of SFF any  threatened,  action,  suit,
arbitration proceeding, charge, complaint, allegation, investigation, inquiry or
other  proceeding or claim before any court or  governmental  or  administrative
body or agency or other  entity  against,  relating to or  affecting  SFF or any
director,  shareholder,  officer,  agent or employee  of SFF in its,  his or her
capacity  as  such,  or  the  assets,  properties  or  business  of  SFF  or the
transactions  contemplated by this  Agreement,  nor is SFF aware of any facts or
circumstances which could reasonably lead to, or provide the basis for, any such
action, suit, arbitration proceeding,  investigation or inquiry that, if brought
or  adversely  determined  against  SFF could  reasonably  be expected to have a
Material Adverse Effect

2.11 Disclosure.  None of the  representations or warranties of SFF contained in
this Agreement or any documents  delivered in connection  with the  transactions
contemplated hereby, or in any certificate furnished or to be furnished pursuant
hereto,  contains any  statement of a material fact that was untrue when made or
omits to state  any  material  fact  necessary  to make the  statements  of fact
contained herein or therein not misleading in any material respect.

SECTION 3.  Representations  and Warranties of SLVO. SLVO hereby  represents and
warrants to the SFF as follows:

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3.01 Organization, Standing and Power; Qualification. SLVO is a corporation duly
organized,  validly existing and in good standing under the laws of the State of
Nevada;  has all  requisite  corporate  power  to own,  lease  and  operate  its
properties  and to carry on its business as  currently  being  conducted  and as
currently  proposed to be conducted;  is duly qualified to do business and is in
good standing in each  jurisdiction  in which the failure to be so qualified and
in good standing would have a material  adverse  effect on its business,  assets
(including   intangible   assets),   properties,   liabilities   (contingent  or
otherwise),   financial  condition,  operations,  or  results  of  operation  (a
"Material Adverse Effect") of SLVO.

3.02 SLVO Capital Structure.

(a)  The authorized  capital stock of SLVO consists of 21,000,000 shares of SLVO
     Common  Stock  (as  adjusted  by the April  29,  2003 five for one  reverse
     split),  $0.001 par value, of which,  SLVO may issue up to 1,000,000 shares
     as Preferred  Stock (as adjusted by the April 29, 2003 five for one reverse
     split),  in such classes and with such rights as the board of directors may
     determine. As of September 30, 2003 there were:

     (i)  14,077,066  shares of SLVO Common  Stock (as adjusted by the April 29,
          2003 five for one reverse split), issued and outstanding, all of which
          are duly authorized, validly issued, fully paid and nonassessable;

     (ii) no shares of SLVO Common Stock were held in the treasury of SLVO or by
          Subsidiaries of SLVO;

     (iii)as of the date of this Agreement, none of the shares of SLVO Preferred
          Stock are issued and outstanding, and;

as of the date of this agreement there are three  convertible  outstanding notes
in the amount of  $36,000.00,  of which  $26,000 is due on November 11, 2004 and
$10,000.00  due on July 23, 2004 with the  company  having a right to extend the
$10,000.00 note for an additional  year. The note may be converted to the Common
Stock of SLVO at the  option of the  holder or of the  company  at a  conversion
factor of one share for each  Forty-Cents  ($0.40) (as adjusted by the April 29,
2003 five for one reverse split) of debt and unpaid interest  outstanding at the
time of  conversion  together  with one  warrant to  purchase  one share of SLVO
Common Stock per share of SLVO Common Stock issued in  conversion of unpaid debt
and interest with an exercise price of Forty-Five  Cents ($0.45) (as adjusted by
the April 29, 2003 five for one reverse split)per share.

(b)  Except as set forth in Section 3.02(a), there are

     (i)  no  equity   securities   of  any  class  of  SLVO,  or  any  security
          exchangeable into or exercisable for such equity  securities,  issued,
          reserved for issuance or outstanding and;

     (ii) no options, warrants, equity securities, calls, rights, commitments or
          agreements of any character to which SLVO is a party or by which it is
          bound  obligating  SLVO to  issue,  deliver  or  sell,  or cause to be
          issued,  delivered or sold, additional shares of capital stock of SLVO
          or  obligating  SLVO to grant,  extend,  accelerate  the vesting of or
          enter into any such option,  warrant,  equity security,  call,  right,
          commitment or agreement and:

     (iii)to the  knowledge  of SLVO,  there are no voting  trusts,  proxies  or
          other  agreements  or  understandings  with  respect  to the shares of
          capital stock of SLVO.

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3.03 No Conflicts. Neither the execution and delivery of this Agreement by SLVO,
the performance by SLVO of its obligations hereunder, the execution and delivery
by SLVO of any agreement required to be entered into pursuant to this Agreement,
nor the consummation of the transactions contemplated hereby, will result in any
of the following:  (a) a default or an event that, with notice or lapse of time,
or both, would constitute a default, breach or violation of (i) any provision of
the  Articles  of  Incorporation  or Bylaws of SLVO,  or (ii) any of the  terms,
conditions or  provisions of any lease,  license,  franchise,  promissory  note,
contract, agreement,  commitment,  indenture,  mortgage, deed of trust, or other
instrument,  document or  arrangement to which SLVO is a party or by which it or
any of its respective properties or assets may be bound and which is material to
SLVO (a "Material Contract");  (b) the creation or imposition of any Lien on any
of the  assets  or  properties  of SLVO;  (c) the  termination  of any  Material
Contract  or the  acceleration  of the  maturity  of any  indebtedness  or other
material  obligation  of SLVO;  (d) a  violation  or breach of any order,  writ,
injunction,  decree,  law,  statute or regulation  of any court or  governmental
authority  applicable to SLVO or any of its respective  properties or assets; or
(e)  the  cessation  or  termination  of  any  other  business  relationship  or
arrangement  between SLVO and any third party the  cessation or  termination  of
which would have a Material Adverse Effect.

3.04  No  Consent.  No  consent,   approval,   order  or  authorization  of,  or
registration,  declaration  or filing  with,  any person or entity or any court,
administrative   agency  or  commission  or  other  governmental   authority  or
instrumentality  is required by or with respect to SLVO in  connection  with the
execution and delivery of this Agreement or the consummation of the transactions
contemplated hereby.

3.05  Public  Reporting  Entity.  SLVO is,  and has been  since  2000,  a public
reporting  corporation,  which files annual  reports an Form  10-KSB,  quarterly
reports on Form 10-QSB and current  reports on Form 8-K under the Securities and
Exchange  Act of 1934,  as amended.  All such  reports  have been  timely  filed
through the date hereof.  SLVO has  delivered or made  available its most recent
Quarterly  Report on Form  10-QSB for the  quarter  ended June 30,  2003 and the
Annual  Report on Form  10-KSB for the fiscal  year of SLVO ended  December  31,
2002. The information in the financial statements,  including the capitalization
of SLVO,  included in such reports is complete,  accurate and in compliance with
applicable regulations.

3.06  Authorization  of  Shares.  SLVO is  authorized  to issue  the  Shares  as
described in Section 1. The Shares shall be "restricted securities" as such term
is defined in Rule 144 adopted under the Securities Act of 1933, as amended, and
may  not  be  sold,  conveyed,   transferred  or  hypothecated  by  any  of  the
shareholders of SFF until and unless the Shares are registered  under the Act or
the sale or transfer would be exempt from  registration  requirements of the Act
in the reasonable determination of SLVO.

3.07 Licenses and Permits;  Compliance with Laws. Each of the material  licenses
and permits  necessary for the operation of SLVO'S business is in full force and
effect, and there are no pending or, to the knowledge of SLVO, threatened claims
or proceedings challenging the validity of, or seeking to revoke or discontinue,
any of the material licenses and permits. None of the transactions  contemplated
by this  Agreement  will  affect  the  validity  of or cause the  revocation  or
discontinuation of any of the material licenses and permits.

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3.08 Litigation.  Except as set forth in Schedule 3.06 attached hereto, There is
no pending,  or, to the best  knowledge of SLVO any  threatened,  action,  suit,
arbitration proceeding, charge, complaint, allegation, investigation, inquiry or
other  proceeding or claim before any court or  governmental  or  administrative
body or agency or other entity  against,  relating to or  affecting  SLVO or any
director,  shareholder,  officer,  agent or employee of SLVO in its,  his or her
capacity  as  such,  or the  assets,  properties  or  business  of  SLVO  or the
transactions  contemplated by this Agreement,  nor is SLVO aware of any facts or
circumstances which could reasonably lead to, or provide the basis for, any such
action, suit, arbitration proceeding,  investigation or inquiry that, if brought
or  adversely  determined  against SLVO could  reasonably  be expected to have a
Material Adverse Effect.

3.09 Disclosure.  None of the representations or warranties of SLVO contained in
this Agreement or any documents  delivered in connection  with the  transactions
contemplated hereby, or in any certificate furnished or to be furnished pursuant
hereto,  contains any  statement of a material fact that was untrue when made or
omits to state  any  material  fact  necessary  to make the  statements  of fact
contained herein or therein not misleading in any material respect.

SECTION 4. Obligations Pending and Following the Closing.

4.01  Delivery  of Shares  and  Restrictive  Legend.  Following  closing  and in
accordance  with the terms of Section 1 above,  the Transfer  Agent will deliver
the Shares  specified  in this  agreement.  All of the shares  issued under this
transaction shall bear the following legend:

THE SHARES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AND MAY NOT BE SOLD,  TRANSFERRED OR OTHERWISE  DISPOSED
UNLESS,  IN THE  OPINION OF COUNSEL  SATISFACTORY  TO THE ISSUER,  THE  TRANSFER
QUALIFIES  FOR AN EXEMPTION  FROM OR EXEMPTION  TO THE  REGISTRATION  PROVISIONS
THEREOF.

SECTION 5. Conditions to SFF'S Obligations. The obligations of SFF to consummate
the  transactions  contemplated  herein shall be subject to the  satisfaction or
waiver, on or before the Closing Date, of each of the following conditions:

5.01 Accuracy of Representations and Warranties.  All of the representations and
warranties  of SFF and the  Shareholders  contained  herein  shall  be true  and
correct as of the date when made and shall be true and correct as of the Closing
Date  with  the same  force  and  effect  as  though  such  representations  and
warranties were made at and as of the Closing Date.

5.02 Due Diligence.  Notwithstanding anything in this Agreement that might be to
the contrary,  all of the obligations of SLVO hereunder are subject to SLVO, its
officers,  board of directors  as a group,  employees,  accountants,  attorneys,
representatives,  advisors and/or agents having completed to their satisfaction,
and in their sole discretion, a due diligence review, prior to closing, of SFF's
business and financial condition.

5.03  Performance.  SFF and each of the  Shareholders  shall have  performed and
complied  with all  agreements,  obligations  and  conditions  required  by this
Agreement to be  performed  or complied  with by them on or prior to the Closing
Date, and all actions which the  Shareholders  have been required to cause to be
taken by SFF at or prior to the Closing,  as provided in this  Agreement,  shall
have been taken by them in accordance with the terms of this Agreement.

SECTION  6.  Conditions  to  SLVO'S  Obligations.  The  obligations  of  SLVO to
consummate  the  transaction   contemplated  herein  shall  be  subject  to  the
satisfaction or waiver,  on or before the Closing Date, of each of the following
conditions:

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6.01  Affirmative Vote of the Board of Directors of SLVO. An affirmative vote of
the Board of Directors of SLVO was held on November  17th,  2003  affirming  the
issuance of the shares agreed to in Section 1.01 (a) above.

6.02 Accuracy of Representations and Warranties.  All of the representations and
warranties  of SLVO  contained  herein  shall be true and correct as of the date
when made and shall be true and  correct  as of the  Closing  Date with the same
force and effect as though such  representations and warranties were made at and
as of the Closing.

6.03 Due Diligence.  SFF its officers, board of directors as a group, employees,
accountants,  attorneys,  representatives,  advisors  and/or  agents  shall have
completed to their satisfaction,  and in their sole discretion,  a due diligence
review, prior to closing, of SLVO business and financial condition.

6.04  Performance.  SLVO shall have performed and complied with all  agreements,
obligations  and  conditions  required by this  Agreement  to be performed by or
complied with on or prior to the Closing Date.

SECTION 7.

7.01  Indemnification.  For a period of twelve (12) months following the Closing
Date, THE PARTIES and its directors, officers,  shareholders,  employees, agents
and successors and assigns shall indemnify,  hold harmless and defend each other
from and against any and all "Damages" (as hereinafter  defined) that arise from
or are in connection with:

(a)  Any material  breach of, or inaccuracy  in, any of the  representations  or
     warranties of THE PARTIES  contained in this Agreement or any  certificates
     delivered hereunder;

(b)  Any material breach or default by THE PARTIES of its covenants,  agreements
     or obligations contained in this Agreement;

(c)  Any claim, lawsuit,  action or other proceeding that (i) is pending against
     THE PARTIES on the Closing Date, or (ii) is brought  against THE PARTIES as
     a result of, or arising  from,  any acts or  omissions  of THE PARTIES that
     have occurred on or before the Closing Date;

7.02  Damages.  "Damages,"  as used in this Section 9, shall mean:  (i) demands,
claims,  actions,  suits,  investigations and legal or other proceedings brought
against any  indemnified  party or parties,  and any  judgments or  assessments,
fines or penalties  rendered  therein or any settlements  thereof,  and (ii) all
liabilities, damages, losses, taxes, assessments, costs and expenses (including,
without  limitation,  reasonable  attorneys' and accountants' fees and expenses)
incurred by any  indemnified  party or parties,  to the extent not reimbursed or
paid for by insurance, whether or not they have arisen from, or were incurred in
or as a  result  of,  any  demand,  claim,  action,  suit,  assessment  or other
proceeding or any settlement or judgment.

SECTION 8. Termination and Amendment.

8.01  Termination.  This  Agreement  may be  terminated at any time prior to the
Closing, by written notice by the terminating party to the other party:

(a)  by mutual written consent duly authorized by the Board of Directors of SLVO
     and SFF; or

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SECTION 8. Termination and Amendment - continued

(b)  by  SFF,  if  there  has  been a  material  breach  of any  representation,
     warranty,  covenant or agreement on the part of SLVO, whichbreach shall not
     have been cured  within ten (10)  business  days  following  receipt by the
     breaching party of written notice of such breach from SFF; or

(c)  by  SLVO,  if there  has  been a  material  breach  of any  representation,
     warranty,  covenant or agreement on the part of SFF, which breach shall not
     have been cured  within ten (10)  business  days  following  receipt by the
     breaching party of written notice of such breach from SLVO.

8.02 Effect of  Termination.  In the event of  termination  of this Agreement as
provided in Section 8.01,  there shall be no liability or obligation on the part
of  SLVO,  SFF  or  their  respective  officers,   directors,   shareholders  or
Affiliates, except Sections 7 and 9 shall survive such termination.

8.03  Amendment.  This  Agreement  may not be modified  or amended  except by an
instrument in writing signed on behalf of each of the parties hereto.

8.04 Extension; Waiver. At any time prior to the Closing, the parties hereto, by
action taken or authorized by their respective Boards of Directors,  may, to the
extent legally  allowed,  (i) extend the time for the  performance of any of the
obligations  or  other  acts  of  the  other  parties  hereto,  (ii)  waive  any
inaccuracies in the  representations  and warranties  contained herein or in any
document  delivered  pursuant hereto, and (iii) waive compliance with any of the
agreements or conditions  contained herein. Any agreement on the part of a party
hereto to any such  extension  or waiver  shall be valid  only if set forth in a
written instrument signed on behalf of such party.

SECTION 9. Miscellaneous.

9.01 Any notice,  receipt,  offer or other  communication  required or permitted
hereunder shall be sufficiently  given if delivered in person, or sent by telex,
facsimile  transmission  or registered or certified  United States Mail (postage
prepaid,  return  receipt  requested)  addressed to SFF at its principal  office
located  at,1455 Frazee Rd, Suite 400, San Diego,  CA 92108 or addressed to SLVO
at 1475 S.  Bascom  Avenue,  Suite 210,  Campbell,  CA 95003,  and such  notice,
receipt,  offer or other  communication shall be deemed to have been given as of
the date so delivered, sent by telex, transmittal by facsimile, or mailed.

9.02  All  section   numbers  and/or  headings  used  herein  are  intended  for
convenience  of  reference,  and do not mean,  nor should they be  construed  to
imply, a degree of relative  importance  between and among the sections  hereof,
each of which is equally as important  as any other,  nor should such numbers or
headings affect the interpretation or enforcement of this Agreement in any way.

9.03 In the event that any  provision  hereof shall be determined to be invalid,
void,  unenforceable  or  illegal  as a matter  of law by a court  of  competent
jurisdiction, such provision(s) shall be deemed severed here from and treated as
if never a part hereof,  with all  remaining  sections to continue in full force
and  effect.  Any and all  male or  female  pronouns,  as well as the use of the
singular or plural form of any word,  shall be read as if correctly used, in the
event that any incorrect  usage of any  particular  male or female  pronoun,  or
singular or plural form of a word, should occur within this Agreement.

9.04 This Agreement  shall be interpreted  and construed in accordance  with the
laws of the State of Nevada, without regard to its conflict of law rules if any.

                                       8
<PAGE>

9.05 In the event of any  dispute or claim  relating  to or arising  out of this
Agreement,  and Acquisition,  SFF and SLVO (i) each agree that all such disputes
shall be fully and finally  resolved  by binding  arbitration  conducted  by the
American Arbitration  Association in Washoe County, Nevada, and (ii) each waives
its rights to have such disputes tried by a court or jury. However, SFF and SLVO
agree that this arbitration  provision shall not apply to any disputes or claims
relating to or arising out of the misuse or  misappropriation  of either party's
trade secrets, proprietary information, other proprietary rights or property.

9.06 No rules of construction  are intended by the parties hereto,  nor shall be
employed in the  interpretation  hereof.  For all purposes,  all parties  hereto
shall be deemed joint authors hereof.

9.07 This Agreement may be executed in any number of separate counterparts, each
of which shall be deemed to be an original  and all of which  together  shall be
deemed to be one and the same instrument.

9.08 Any party to this Agreement may waive any right or any breach or default it
may have hereunder by any other party hereto;  provided that no such waiver will
be effective  against the waiving party unless it is in writing and specifically
refers  to this  Agreement.  No  waiver  will be  deemed  to be a waiver  of any
subsequent or other right, breach or default of the same or similar nature.

9.09 This Agreement,  including schedules and other documents referred to herein
which form a part hereof, embodies the entire agreement and understanding of the
parties  hereto with respect to the subject  matter  hereof,  and supersedes all
prior or contemporaneous  agreements or understandings (whether written or oral)
among the  parties,  in respect to the subject  matter  contained  herein.  This
Agreement may not be modified, amended or terminated except by written agreement
specifically referring to this Agreement signed by the parties hereto.

9.10 No Shareholder may assign this Agreement,  or assign its rights or delegate
its duties  hereunder,  without the prior written consent of SLVO.  Prior to the
Closing,  SLVO may not assign this  Agreement,  or assign its rights or delegate
its duties  hereunder,  without  the prior  written  consent of the  Shareholder
Representative.

9.11 This  Agreement  shall be binding  upon,  inure to the  benefit  of, and be
enforceable  by and  against  the  Parties;  their  heirs,  executors,  personal
representative,  successors and assigns, except that SFF shall not assign any of
the  benefits  accruing  under this  agreement,  without  SLVO's  prior  written
consent,  to any current or future  creditor or other  third  party.  Each party
hereto,  his  personal  representatives  and the  fiduciary of the estate of any
deceased  Party  hereto,  should the event  occur  prior to the  closing of this
Agreement  shall do all  acts and will  execute,  acknowledge  and  deliver  all
instruments necessary and/or property to make this Agreement effective.

9.12 An item shall be deemed "material" for the purposes of this Agreement if it
constitutes more than Ten Thousand Dollars ($10,000.00).

9.13  Notwithstanding  anything to the contrary in this Agreement,  there are no
third party  beneficiaries  of SLVO's  obligations  pursuant to this  Agreement,
including, but not limited to, any creditors of SFF.


                                       9
<PAGE>


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

Silverado Financial, Inc.
a Nevada corporation



s/s John E. Hartman                         Date   ___________________
-------------------------------------
John E. Hartman
Chairman


SAN FRANCISCO FUNDING, INC.
a California corporation



/s/ Dan Selis                               Date   ___________________
-------------------------------------
Dan Selis, President


THE SHAREHOLDERS OF SAN FRANCISCO FUNDING, INC.



/s/ Daniel Selis                           Date   ___________________
-------------------------------------
Mr. Daniel Selis



/s/ Sarah M. Selis                          Date   ___________________
-------------------------------------
Mrs. Sarah M. Selis