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                                                                     Exhibit 2.4

Via Federal Express (702) 735-5030

                                                March 29, 2000

PERSONAL AND CONFIDENTIAL
-------------------------
Lance Bradford, President
L.L. Bradford &
Company 3980 S. Eastern
Avenue
Las Vegas, NV 89119

Dear Lance:

            The purpose of this Letter of Intent ("Letter of Intent") is to
confirm certain non-binding understandings and agreements in principle and
certain binding agreements on the part of (i) The Sunderland Company
("Sunderland"); (ii) LL. Bradford & Company. ("LL. Bradford"); and (iii) the
owners of the Company (the "Partners"), with respect to the matters described
herein (the "Proposed Transaction").

             The parties hereto intend to negotiate to determine if they can
 reach a mutually satisfactory, definitive, binding agreement ("Master
 Transaction Agreement"). The Master Transaction Agreement will summarize the
 arrangements described herein, and the exhibits to the Master Transaction
 Agreement will consist of the documents necessary to implement the various
 aspects of the Proposed Transaction. Except for paragraphs 11 through 15, this
 letter is not intended to and does not constitute a binding agreement among the
 parties. Any such binding agreement would arise only as a result of the
 execution and delivery of the Master Transaction Agreement and certain of its
 exhibits containing terms and conditions satisfactory to each of the parties
 hereto. No person shall bring any claim against any other person based upon
 this Letter of Intent as a result of a failure to agree on or enter into the
 Master Transaction Agreement or (except as expressly contemplated by paragraphs
 10 through 14 hereof) otherwise. Consummation of the Proposed Transaction will
 be subject to a number of conditions.

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L.L. Bradford & Company.
Letter of Intent

1. Structure of Transaction. It is currently contemplated that the Proposed
   Transaction would be implemented as follows:

      A.   Asset Acquisition - Partners transfer all of its non-attest assets
           and agreed liabilities ("Asset Transfer") to a wholly owned
           subsidiary of Sunderland ("Subco"), Partners will receive stock in
           consideration for the assets transferred, The forms of the agreements
           necessary to effect these transactions will be prepared by Sunderland
           and will be mutually acceptable to Sunderland and Partners.

      B.   Management Services Agreement - Subco will manage the business
           aspects of the accounting practice of the Partners through the
           following steps (the forms of documentation for which will be
           prepared by Sunderland and will be mutually acceptable to Sunderland
           and the Partners):

           STEP I - The Partners organize a new professional entity ("New PC").
           The ownership of this entity will remain with the Partners to conduct
           their attest practice.

           STEP 2 - Subco will allow the Partners, who will be employed by
           Subco, to provide their services as deemed necessary to New PC.

           STEP 3 - Subco and New PC enter into a management service agreement
           to establish the terms, compensation, etc. for the services described
           in Step 2 above ("Management Services Agreement").

           STEP 4 - Subco will obtain, at its expense, vicarious malpractice
           insurance and will obtain key man life and disability (or other
           business continuity) insurance on each of the New PC Partners as
           named insureds.


                                       2
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L.L. Bradford & Company.
Letter of Intent

      2. Consideration. Subject to due diligence and subject to this Letter of
      Intent being executed by the parties not later than January 31, 2000, it
      is anticipated that consideration would be given by Sunderland in the
      fixed amount of 800,000 common shares of Sunderland ("Total
      Consideration").

      3. Financial Statements. Promptly after signing this letter, the Partners,
      at Partners's sole expense, will cause the financial statements of
      Partners to be prepared by Partners and compiled by L.L-Bradford. Partners
      understand that such financial statements must be prepared and presented
      in accordance with generally accepted accounting standards (among others,
      accrual basis of accounting).

      4. Registration Rights. The Partners will have "piggy-back registration
      rights" to include their Sunderland common stock in registration
      statements filed by or on behalf of Sunderland under the Securities Act of
      1933. The terms of the registration rights will be set forth in the
      Purchase Agreement, and exhibit to the Master Transaction Agreement.

      5. Management Services Agreement. The Management Services Agreement will
      initially be executed by and between New PC and Subco and will have an
      initial term of 40 years. Under the Management Services Agreement, Subco
      will be the exclusive provider of management services and serve as the
      administrator of the business functions and business affairs of New PC.
      Specifically, the manager will provide the use of the Partners on a
      part-time basis, billing and collection services, supplies, support
      services, other personnel, financial record keeping and administrative
      management. New PC will employ all staff and other personnel.

      The manager will be entitled to reimbursement for reasonable expenses
      incurred on behalf of New PC, and will also be compensated for its
      services. The compensation payable to the manager and the method of
      determining such compensation will be determined after completion of due
      diligence.


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L.L. Bradford &
Company. Letter of Intent

      6. Partner Employment Agreements. Partner's employment agreements will be
      executed by and between New PC and each Partner ("Partner Employment
      Agreements"). The Partner Employment Agreements will require each Partner
      to be a full-time employee of New PC or Sunderland. All professional fees
      generated and collections received will be the property of New PC. Each
      Partner will have specific duties and obligations, such as maintaining
      financial records, promoting the professional practice of New PC,
      maintaining and improving professional skills and maintaining unrestricted
      license to practice accounting in the state. New PC will provide health,
      group disability and group life insurance, Partners' aggregate
      compensation (including benefits) will be mutually agreed upon prior to
      closing.

      The initial term of each agreement will be for five years, automatically
      renewing for one-year terms unless otherwise terminated. Each party will
      be able to terminate the Partner Employment Agreements under certain
      conditions.

      7. Non-Competition Arrangements. As part of the agreements executed in
      connection with the Proposed Transaction, each partner will agree to
      noncompetition covenants applicable within specified, geographically
      restricted areas for an initial five-year term. In addition, a
      non-competition covenant will apply for a one-year period from the last
      date of employment.

      8. Regulatory Compliance. Consummation of the proposed transactions will
      be dependent upon a determination by counsel for Sunderland that the
      transactions are in compliance with appliance federal and state law and
      regulations. It is the intent of Sunderland that all transactions comply
      with the intent and spirit of all regulatory and statutory requirements of
      each state in which Sunderland conducts business. For these reasons, the
      parties will agree to amend or modify any agreement that has been executed
      between the parties in the event that there is a material change in a
      state or federal statutory requirement or regulatory provision that would
      adversely affect the parties' ability to conduct business as contemplated
      by the transactions.

      9. Approval. The Proposed Transaction and the form and terms of the Master
      Transaction Agreement and the exhibits thereto shall be subject to
      approval by the I boards of directors of Sunderland and by the Partners.
      Each party recognizes that 'prior to the execution of any Master
      Transaction Agreement, the other party will be conducting additional due
      diligence to verify information regarding such party's business and
      assets. The remits of such due diligence must be satisfactory to each
      party in its sole discretion.


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L.L. Bradford &
Company. Letter of Intent

      10. Access and Confidentiality. From the date hereof until February 12,
      2000 (the "Subject Period"), and thereafter until closing if the Master
      Transaction Agreement is executed within the Subject Period, each party
      will permit the officer, employees, agents and advisors of the other party
      and its affiliates to have reasonable access to the officers, employees,
      agents, advisors, properties, records and documents of such party, as may
      be reasonably necessary or appropriate with respect to the investigation
      and analysis of the Proposed Transaction and preparation of the Master
      Transaction Agreement.

      11. Public Announcements. Unless otherwise required by applicable law or
      securities exchange regulations, each party agrees that (a) it will not
      disclose to any third party (other than such party's officers, directors,
      partners, affiliates, lenders, advisors, agents and representatives, on a
      "need-to-know" basis, and, in Sunderland's case, to its affiliated
      Partners or Partners with whom Sunderland is negotiating or discussing a
      potential affiliation), and (b) it will not issue a press release or
      announcement with respect to, the Proposed Transaction or the existence of
      discussions with respect thereto, in each case without the prior written
      consent of the other parties.

      12. No Solicitation. Until the expiration of the Subject Period, neither
      Partners nor any Partners affiliate will directly or indirectly,
      encourage, solicit or engage in discussions or any negotiations with, or
      provide any information to, any person or entity (other than the other
      party hereto or its affiliates) concerning (A) any possible disposition of
      all or substantially all of the assets contemplated to be transferred to
      Subco under the terms hereof, (B) any possible merger or consolidation of
      Partners with any third party, except as otherwise provided herein, (C)
      any possible arrangement for the management of the business aspects of the
      accounting practice currently conducted by Partners or (D) any possible
      arrangement that would prevent or interfere with the consummation of the
      arrangements contemplated herein.

      13. Expenses. The parties hereto acknowledge that they will incur
      significant legal, accounting and other out-of-pocket expenses in pursuing
      the Proposed Transaction. Each of the parties hereto will bear and pay all
      costs and expenses incurred by it in connection with the transactions
      contemplated by this Letter of i Intent, regardless of whether the Master
      Transaction Agreement is executed or the Proposed Transaction is
      consummated.


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L.L. Bradford &
Company. Letter of Intent

      14. Termination. This Letter of Intent may be terminated at any time by
      the mutual agreement of all of the parties hereto, and if not sooner
      terminated, this Letter of Intent shall terminate automatically if the
      Master Transaction Agreement has not been executed prior to the expiration
      of the Subject Period. In the event of such termination, neither party
      shall have any liability or obligation to the other party hereunder,
      except that the provisions of paragraphs 10 through 13 shall remain in
      full force and effect.



      15. Choice of Law. The documents for the Proposed Transaction shall be
      construed, interpreted, and the rights of the parties determined in
      accordance with the laws of the State of Nevada except with respect to
      matters of law concerning the internal corporate or partnership entity
      which is a party to or the subject of this Letter of Intent or
      Transaction documents, and as to those matters the law of the state of
      incorporation or organization of the respective entity shall govern.


                                       6
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L.L. Bradford &
Company. Letter of Intent

This Letter of Intent is solely for the benefit of the parties hereto and will
not be construed to give rise to or create any liability or obligation to, or to
afford any claim or cause of action to, any other person or entity. This Letter
of Intent will be superseded in its entirety by the provisions of the Master
Transaction Agreement upon the approval and execution thereof.

If the foregoing correctly sets forth our current intentions, please execute two
originals of this letter in the space provided below, retain one fully executed
original for your files and return the other to the undersigned. This letter may
be executed in multiple counterparts, each of which shall be an original and all
of which taken together shall constitute one instrument.

                                        Sincerely,


                                        THE SUNDERLAND COMPANY


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

                                        Title:
                                              -----------------------


Accepted and agreed to this ____ day of __________, 2000


L.L. BRADFORD & COMPANY


By:
   --------------------------
   Lance Bradford


Title: Managing Principal