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                                                                    Exhibit 10.2

                              TRANSITION AGREEMENT
                                     between
                             DEL MAR MORTGAGE, Inc.
                                       and
                                 CAPSOURCE, Inc.

         This TRANSITION AGREEMENT ("Agreement*) is entered and effective this
27* day of April, 1999, between DEL MAR MORTGAGE. INC. ("Del Mar"), a Nevada
corporation and CAPSOURCE, INC. ("Capsource"), a Nevada corporation. Del Mar and
Capsource are sometimes collectively referred to herein as the "parties."

         THE TERM OF THIS AGREEMENT (the "transition period") shall be l2
months, expiring upon the sooner of April 26, 2000, or FIVE days written notice
from any party to the others-

WHEREAS this Agreement is mutually beneficial and necessary in order for the
parties to facilitate and complete the transfer of operations of Del Mar to
Capsource, pursuant to certain agreements relating to the acquisition by
Sunderland Acquisition Corporation of Capsource and certain assets of Del Mar
(the "Acquisition").

         WHEREAS, during the transition period, Del Mar will continue to require
the use of the equipment and staff now belonging to Capsource, in exchange for
Which Del Mar will be obligated to pay an Administrative Service Fee to
Capsource, as more particularly set forth below.

NOW, THEREFORE, Del Mar and Capsource adopt this Agreement and agree as follows:

         1. Administrative Service Fee. Del Mar, for good and valuable
         consideration, the receipt of which is hereby acknowledged, while
         continuing in operation during the transition period, is hereby
         assigned and shall be entitled to the use of the equipment and staff,
         which in no manner shall hinder or interfere with Capsource's right to
         use the same at 2901 El Camino Avenue. Suites 206 and 201, Las Vegas,
         Nevada (the"Premises").

         2. Loan Origination and Marketing Fee. Capsource will diligently
         perform services and incur expenses in order to assist Del Mar in the
         marketing and origination of loans, each operating as a licensed Nevada
         mortgage company pursuant to Nevada Revised Statutes Chapter 645B and
         Nevada Administrative Code Chapter 645B. Del Marshall collect all
         revenues generated from the marketing and origination of loans. The
         revenue generated through the joint efforts of Del Mar and Capsource in
         the marketing and origination of loans, which shall include but not be
         limited to loan origination fees and interest, but shall not include
         loan servicing fees, shall be received and disbursed by Del Mar for
         those earnings derived during a particular month, within 15 days of the
         end of the month, as follows; For the first six months of the term of
         this agreement, 75%to Capsource and 25% to Del Mar; and, for any
         remaining term of the agreement 87,5% to Capsource, and 12.5 % to Del
         Mar.


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         3. Loan Origination and Marketing Fee Adjustments. To the extent that
         loan origination fees that were paid to Capsource are subject to a
         subsequent adjustment between Del Mar and the Borrower, then 87.5% of
         such adjustment shall be either charged or credited to Capsource in the
         month the adjustment is made by Del Mar and shall be included as an
         adjustment to the Loan Origination and Marketing Fees paid by Del Mar
         to Capsource in the following month.

         4. Reimbursement of Costs. Costs and expenses incurred shall be paid by
         each of the parties in the ordinary course of business in the
         transition period. Each party shall be entitled to monthly
         reimbursement from another party for any and all costs and expenses
         paid on behalf of said party. Costs shall be reimbursed within 15 days
         from the end of the month in which they are due.

         5. Right of Offset. Moneys due and payable to a party may be reduced to
         the extent that moneys are due from the same party.

         6. Termination. This Agreement is terminable upon the sooner of the
         expiration of 5 days after receipt of written notice from one party to
         the others (with the five days beginning to run on the date of receipt
         by the last party receiving notice), or at the end of business on April
         26, 2000.

         7. Notice. Any notice required hereunder may be made by hand delivery,
         telefax or First Class U.S. Mail, and shall be deemed received if by
         hand delivery on the date of delivery, if by telefax on the date of
         transmittal and if by First Class U.S. Mail, on the third business day
         after mailing.

         8. Attorneys' Fees. The prevailing party, or parties, shall be entitled
         to reasonable attorneys' fees and costs that may be incurred as a
         result of any dispute arising from this Agreement.

         9. Choice of Law and Venue. This Agreement and the rights of the
         parties hereto shall be interpreted, governed and construed in
         accordance with the laws of the State of Nevada. Venue of any action
         shall be in the State Court of Nevada, in Clark County, Nevada.

         10. Sole Agreement; Amendment. This is the sole Agreement between the
         parties relating to the subject matter contained herein, and shall
         supercede all previous Agreements between the parties, whether written,
         oral or otherwise existing in any form whatsoever. Any amendment to
         this Agreement. or future superceding agreement must be in writing,
         signed by all the parties. Each party will execute such additional
         instruments and take such actions as may be reasonably required to
         carry out the intent and purposes of this Agreement.

         11. Indemnification. Each party shall indemnify the other for claims
         arising in the transition period by brokers or finders employed or
         alleged to have been employed by the indemnifying party.

         12. Assignment. This Agreement shall inure to the benefit of, and be
         binding upon, the parties and their successors and assigns; provided,
         however, that any assignment by any party, or parties, without the
         unanimous written consent of all parties shall be void.

         13. Counterparts. This Agreement may be executed simultaneously in two
         or more counterparts, each of which shall be deemed and original, but
         ail of which together shall

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         constitute one and the same instrument. Signatures sent by telefax
         transmission shall be deemed to be evidence of the original execution
         thereof.


         IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first referenced above.

DEL MAR MORTGAGE, INC.


By:
   ------------------------------

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                               First Amendment to
                              TRANSITION AGREEMENT
                                     Between
                             DEL MAR MORTGAGE, Inc.
                                       and
                                 CAPSOURCE, Inc.


         This amends the TRANSITION AGREEMENT ("Agreement") entered into and
effective the 27" day of April. 1999. between DEL MAR MORTGAGE, INC. ("Del
Mar"), a Nevada corporation and CAPSOURCE, INC. ("Capsource"), a Nevada
corporation. Del Mar and Capsource are sometimes collectively referred to herein
as the "parties."

         This amendment relates back to the original date of the Agreement and
is for clarification purposes and does not change in any manner the terms of the
Agreement.

         Del Mar and Capsource agree that for good and valuable consideration,
as already set forth in the agreement:

         I. During the transition period and thereafter, and in order to
facilitate the transition contemplated by the Agreement, Capsource shall be
entitled to use all powers of attorney used in business operations and in loan
servicing by Del Mar, as Capsource is doing business as Del Mar Mortgage.

         IN WITNESS WHEREOF, the parties have executed this First Amendment
Agreement effective on the date fast referenced above.

DEL MAR MORTGAGE, INC.

By:
   ----------------------------

CAPSOURCE, INC.

By:
   ----------------------------

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