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                                                                    Exhibit 10.1


                              EMPLOYMENT AGREEMENT

         Agreement made, effective as of this 3rd day of November, 1998, by and
between Del Mar Mortgage, Inc., a Nevada corporation (hereinafter referred to as
"Company"), and Steve Byrne (hereinafter referred to as "Employee").



                                    RECITALS

         The parties recite and declare:

         A.       Company desired to retain Employee as its Chief Loan Officer
                  for the operation of the mortgage broker business in the State
                  of Nevada.

         B.       Employee desires to act as such Chief Loan Officer for the
                  operation of a mortgage broker in the State of Nevada.

         In consideration of the mutual covenants and agreements contained in
this agreement, the parties agree as follows'

                                       SECTION ONE

                                 APPOINTMENT OF EMPLOYEE

         A.       Company hereby employs Employee to serve as its Chief Loan
                  Officer for the operation of a mortgage broker business in the
                  State of Nevada and to perform such other duties as may be
                  determined from time to time.

         B.       Employee hereby accepts such appointment and agrees to observe
                  all terms and conditions of this agreement.

                                       SECTION TWO

                                       COMPENSATION

         Company agrees to pay Employee for his services as follows:

         A.       A salary of $60,000.00 annually, paid in equal bi-monthly
                  installments.

         B.       A commission/incentive plan as follows: Three eighths of one
                  percent (0.375%) monthly on Nevada loan volume from
                  $3,000,000.00 and above. Incentives shall be paid to the
                  Employee monthly.

         C.       Health insurance for Employee within 90 days of employment.

         D.       All other benefits offered by employer to its other employees.


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                                      SECTION THREE

                                  OBLIGATIONS OF COMPANY

          A. Employer shall pay for all approved business development and
operating expenses of the business. All loans and contracts are subject to
acceptance of the employer at its discretion, and no loan or contract shall be
binding until so accepted and approved.


                                       SECTION FOUR

                                    DUTIES OF EMPLOYEE

         A. Employee shall use his best efforts and entire time during usual
business hours to promote and solicit the business of employer actively and
diligently. Employee may maintain his interest in Cap Source, Inc., which is a
Nevada licensed mortgage company.

         B. Employee shall maintain appropriate records and accounts as required
by governmental and licensing authorities and employer.

         C. Employee shall return to employer immediately upon demand after the
termination of this agreement, in good condition, any and all documents and
accounts held or maintained for the benefit of the employer.

         D. Employee shall conduct himself and his business activities at all
times so as to not detract from, or reflect adversely on the reputation of
employer and its services; and, after the termination of this agreement, not to
defame or disparage employer or its business, or services, or its officers) nor
engage in any unfair trade practices toward employer.

         E. Employee shall treat as confidential any information obtained by him
concerning the customers or sales personnel of company or its business, lists of
investors and borrowers, services, products, techniques, methods, systems,
pricing, plans, or policies; and will not during his employment, or at any time
after such employment, disclose such information in whole or in part to any
person, firm, corporation, or other entity for any reason or purpose whatsoever.

                                  SECTION FIVE

                                 NON-COMPETITION

         Employee agrees that during the term of this agreement and for a period
of two (2) years following the termination of this agreement, he will not,
directly or indirectly, either as an individual or on his own account, or as a
partner, employee, agent, manager, regional employee, employee, or salesperson
of or for any person, firm, association, corporation, or other entity, or as an
officer, director, or shareholder of a closely held corporation, as defined
below, engage in any or all of the following activities within Clark County,
Nevada and within the distance of 100 miles from the nearest point to the outer
boundary of such location:

         A. Enter into or engage in any business that competes with company's
business except as already performed by Cap Source. Company is primarily engaged
in the business of mortgage brokering or solicitation or collection of monies to
be secured by deeds of trust or other secured real estate related investments.

         B. Solicit employer customers, business, patronage, or contacts for or
market or sell any services or products in the above-defined areas for himself
or for any person, firm, association, corporation, or other entity engaged in a
business that competes with employer's business as



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defined above, or supervise others engaged in such activities. Except customers
or clients of Cap Source which is a business owned and operated by Employee
prior to employment with employer.

         C. Enter into or engage in any discussion or negotiation, or assist in
such actions to encourage clients, employees, agents, managers, or employees to
disassociate their relationship with employer in order to engage in any business
that competes with employer's business, except what is already performed by Cap
Source.

         D. Promote or assist, financially or otherwise, any person, firm,
association, corporation, or other entity engaged in a business that competes
with employer's business, except what is already performed by Cap Source.

         This covenant on the part of employee is of the essence of this
agreement; it shall be construed as independent of any other provision of this
agreement, and the existence of any claim or cause of action of employee against
company, whether predicated on this agreement or otherwise, shall not constitute
a defense to the enforcement by employer of this covenant.


                                   SECTION SIX

                                   TERMINATION


         A.       Within the first ninety (90) days of employment, either party
                  may terminate this agreement with one (1) day written notice.

         B.       After the initial ninety (90) day period, should Employer
                  terminate this agreement, Employer shall pay to Employee a
                  severance of equal to six (6) months salary from the date of
                  the written notice of termination, and any
                  commission/incentive due to Employee or any closed loan or
                  loan in process. A commission on a loan in process will not be
                  paid unless, and until, the loan closes.

         C.       Should Employer be sold to a third party entity, this
                  agreement shall be non-temimable by the new third party owners
                  for a period of three (3) years from the date of the sale. A
                  third party entity shall mean any entity which is not owned in
                  whole or in part by Michael Shustek or his affiliate entities,
                  A third party entity shall specifically not include a public
                  offering by Employer or related, affiliated company or the
                  present merger/sale to CFI.

         D.       Either party shall have the right, at any time, to cancel and
                  terminate tills agreement by giving at least thirty (30) days
                  notice to the other party. Employee is an at will employee as
                  that term is defined under Nevada law.

                                  SECTION SEVEN

                                   ASSIGNMENT

         The rights of each party under this agreement are personal to that
party and may not be assigned or transferred to any other person, firm,
corporation, or other entity without the prior, express, and written consent of
the other party.



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                                  SECTION EIGHT

                             LAW TO GOVERN CONTRACT

         It is agreed that this agreement shall be governed by, construed, and
enforced in accordance with the laws of the State of Nevada.


                                  SECTION NINE

                                ENTIRE AGREEMENT

         This agreement shall constitute the entire agreement between the
parties and any prior understanding or representation of any kind preceding the
date of this agreement shall not be binding upon either party except to the
extent incorporated in this agreement.

                                   SECTION TEN

                                 MODIFICATION OF

                                    AGREEMENT

         Any modification of this agreement or additional obligation assumed by
either party in connection with this agreement shall be binding only if
evidenced in writing signed by each party or an authorized representative of
each party.

                                 SECTION ELEVEN

                                    NO WAIVER

         The failure of either party to this agreement to insist upon the
performance of any of the terms and conditions of this agreement, or the waiver
of any breach of any of the terms and conditions of this agreement, shall not be
construed as thereafter waiving any such terms and conditions, but the same
shall continue and remain in full force and effect as if no such forbearance or
waiver had occurred.

                                 SECTION TWELVE

                                 ARBITRATION OF

                                    DISPUTES

         All disputes, claims, and questions regarding the rights and
obligations of the parties under the terms of this agreement are subject to
arbitration. Either party may make a demand for arbitration by filing such
demand in writing with the other party after the dispute first arises.
Thereafter, arbitration shall be conducted by rules and procedures of the

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American Arbitration Association.

                                SECTION THIRTEEN

                                  ATTORNEY FEES

         In the event that any action is filed in relation to this agreement,
the unsuccessful party in the action shall pay to the successful party, in
addition to all the sums that either party may be called on to pay, a reasonable
sum for the successful party's attorney's fees.


                                SECTION FOURTEEN

                                EFFECT OF PARTIAL

                                   INVALIDITY

         The invalidity of any portion of this agreement will not and shall not
be deemed to affect the validity of any other provision. In the event that any
provision of this agreement is held to be invalid, the parties agree that the
remaining provisions shall be deemed to be in full force and effect as if they
had been executed by both parties subsequent to the expungement of the invalid
provision.

                                 SECTION FIFTEEN

                               PARAGRAPH HEADINGS

         The titles to the paragraphs of this agreement are solely for the
convenience of the parties and shall not be used to explain, modify, simplify,
or aid in the interpretation of the provisions of this agreement.




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                                 SECTION SIXTEEN

         In witness whereof, each party to this agreement has caused it to be
executed at Las Vegas, Nevada on the date indicated below.

                                             EMPLOYEE:



----------------------------
                                             STEVE BYRNE



                                             EMPLOYER:



----------------------------
                                             MIKE SHUSTEK - President



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