<PAGE>

                              EMPLOYMENT AGREEMENT


         THIS AGREEMENT is made and entered effective as of December 1, 1999 by
and between SUNDERLAND CORPORATION, a Delaware corporation (the "Corporation"),
and Michael Shustek (the "Executive") with reference to the following facts:

                                   WITNESSETH:

         WHEREAS, the Corporation previously hired Executive in the position of
Chief Executive Officer of the Corporation; and

         WHEREAS, there have been significant changes in the Corporation since
Executive"s employment; and

         WHEREAS, in order to retain the services of the Executive and to
maximize the period of his continued availability, the Corporation desires to
enter into the Agreement with Executive as is more fully set forth herein.

         NOW, THEREFORE, on the basis of the foregoing facts and in
consideration of the mutual covenants and agreements contained herein, the
parties hereto agree as follows:

         1. Employment. The Corporation hereby agrees to, and does hereby,
employ the Executive and Executive hereby accepts employment with the
Corporation on the terms and conditions set forth in this Agreement (the
"Agreement").

         2. Term. The term of this Agreement shall commence on December 1, 1999,
and shall continue for a period of three (3) years until November 30, 2002 (the
"Term"). After the original Term, this Agreement shall continue for successive
one (1) year periods unless either party hereto shall notify the other in
writing at least thirty (30) days prior to the end of the Term of their
intention of not renewing the same. The Corporation agrees not to terminate the
Executive during the Term except for Cause. Executive shall be considered
terminated, at the Executive"s election, if (i) there is a Change of Control of
the Corporation or (ii) a reduction in Executive"s duties, salary or position
with the Corporation.

         3. Duties and Services.

                  a.       The Corporation and the Executive hereby agree that,
                           subject to the provisions of this Agreement, the
                           Corporation will employ the Executive and the
                           Executive will serve the Corporation as Chief
                           Executive Officer during the Term.


<PAGE>

                  b.       Executive agrees during the term of this Agreement
                           not to usurp a corporate opportunity for his own
                           financial gain. A corporate opportunity shall be
                           defined as a business opportunity which the
                           Corporation is financially able to undertake, is,
                           from its nature, in the line of the Corporation"s
                           business and is one in which the Corporation has an
                           interest or a reasonable expectancy. Executive agrees
                           that he shall offer a corporate opportunity to the
                           Corporation. The Corporation shall have ten (10) days
                           to either take the opportunity for itself or to
                           reject the opportunity in which case Executive shall
                           have the right to pursue such opportunity for
                           himself. Failure to notify Executive within such ten
                           (10) day period shall be deemed a rejection of the
                           opportunity by the Corporation.

         4. Definitions. The following terms shall have the following meanings
when used herein:

                  a.       Change of Control. For the purpose of this Agreement,
                           a "Change in Control" of the Corporation shall be
                           deemed to occur if any person or entity directly or
                           indirectly acquires ownership, control, power to
                           vote, or proxies representing more than thirty-five
                           percent (35%) of the Voting Stock of Sunderland, or
                           of any entity controlling Sunderland, or obtains
                           control of the election of a majority of the members
                           of the Board of Directors of Sunderland (the "Board")
                           or of any entity controlling Sunderland.

                  b.       Cause. Cause shall exist when and only when Executive
                           (i) after receipt of written notification by the
                           Board of Directors or the CEO has wilfully failed and
                           continues to fail after such written notice for a
                           period of thirty (30) days to substantially perform
                           his duties (other than failure resulting from
                           incapacity due to physical or mental illness), (ii)
                           is convicted of a crime constituting a felony, or
                           (iii) has been proven to be dishonest, has embezzled
                           or has committed common law fraud ("for Cause").

         5. Compensation.

                  a.       As salary during the Term, the Corporation shall pay
                           the Executive, in accordance with its normal payroll,
                           a minimum annual salary of Seven Hundred Twenty
                           Thousand Dollars ($720,000) such salary to be paid no
                           less than bi-monthly during the Term. The Executive
                           shall receive such additional salary as the Board of
                           Directors of the Corporation may from time to time
                           determine during the Term. Unless expressly agreed in
                           writing by the parties hereto, no such additional
                           compensation or benefits shall be deemed to modify or
                           otherwise affect the terms or conditions of this
                           Agreement. Notwithstanding the foregoing if Executive
                           is terminated other than (i) for Cause, as defined
                           herein, or (ii) as a result of a Change of Control,
                           as defined herein, Executive shall be entitled to
                           twelve (12) months salary as severance

<PAGE>

                           as Executive"s sole and exclusive rights pursuant to
                           this Agreement. In the event of a Change of Control,
                           Executive shall be entitled to two (2) years salary,
                           as severance, provided Executive exercises his right
                           pursuant to this Agreement to treat such change of
                           control as a termination of this Agreement. In the
                           event Executive does not exercise his right to be
                           terminated upon a Change of Control the Executive
                           shall continue his employment pursuant to the Salary
                           Continuation Agreement. In the event Executive is
                           terminated other than for cause or there is a Change
                           in Control, all obligations to pay Executive shall be
                           due and owed in a lump sum payment exactly thirty
                           (30) days from the earlier of the date of
                           termination, the date of the Change of Control and/or
                           the date Executive elects termination pursuant to the
                           provisions of Paragraph 2 hereof.

                  b.       Executive shall receive an automobile and living
                           allowance in the amount of One Thousand Dollars
                           ($1,000) per month during the Term.

         6. Other Benefits. During the Term the Executive shall receive all
rights and benefits for which he is then eligible under any employee benefit
plan or bonus plan which the Corporation generally provides for its employees.
Such benefits shall include, but not be limited to, a bonus plan, which shall be
explicitly set forth by the Corporation"s Board of Directors within one hundred
eighty (180) days of the execution of this Agreement, and full medical, dental
and health insurance for Executive. Further, Executive shall receive disability
insurance guarantying payments equal to sixty percent (60%) of his salary.

         7. Grant of Options and Warrants to Acquire Stock.

                  a.       Corporation acknowledges that it currently has plans
                           to adopt a qualified stock option plan at the next
                           annual meeting of shareholders and that Executive
                           will be covered under such plan. Further, Corporation
                           guarantees Executive will receive, whether such stock
                           option plan is adopted or not, a minimum of Two
                           Hundred Thousand (200,000) options upon adoption of
                           the stock option plan, that such options will vest
                           subject only to the passage of time, and that the
                           exercise price will not be in excess of the closing
                           price of the publicly traded shares on the last day
                           of any such twelve (12) month period. The parties
                           further agree that a mutually satisfactory agreement
                           shall be entered into between the Corporation and
                           Executive no later than thirty (30) days from the
                           date of the next annual meeting of Shareholders.

                  b.       Corporation within one hundred twenty (120) days from
                           the date of this Agreement shall grant to Executive
                           warrants to acquire fifty thousand (50,000) shares of
                           the Corporation"s common stock, at the closing bid
                           price on the date such warrants are issued, pursuant
                           to the terms and conditions of the Warrant Agreement
                           attached hereto as Exhibit A.


<PAGE>

         8. Death or Disability. In the event of the death of the Executive or
the disability of the Executive, this Agreement shall immediately terminate and
the Corporation shall pay to the Executive or his estate one (1) year"s salary
in a single lump sum payment which payment shall be due and payable upon the
sooner of (i) thirty (30) days of Executive"s death or (ii) thirty (30) days
after Executive is declared by his physician incapable of performing his duties
as specified in this Agreement. The Corporation shall have the right to fund
Executive"s death and/or disability benefit through life insurance.

         9. Place of Performance. In connection with his employment by the
Corporation during the Term, the Executive shall at all times be entitled to an
office at the principal executive offices of the Corporation, located in Las
Vegas, Nevada, or at such other office of the Corporation, in Las Vegas, Nevada,
as the Chief Executive Officer of the Corporation shall, in his reasonable
discretion deem to be in the best interest of the Corporation. In the event the
Corporation moves its principal place of business outside of Las Vegas, Nevada,
Executive at his option shall have the right to terminate this Agreement and
receive the greater of such salary due him for the remaining Term of this
Agreement but in no event less than twelve (12) months" salary or to cause the
Corporation to maintain an office in Las Vegas, Nevada for the Executive during
the Term..

         10. Outside Activities and Non-Competition.

                  a.       Covenant Not to Compete. Executive recognizes that
                           the Corporation"s decision to enter into this
                           Agreement is induced primarily because of the
                           covenants and assurances made by Executive, that
                           Executive"s covenant not to compete is necessary to
                           ensure the continuation of the business of the
                           Corporation and the reputation of the Corporation,
                           and that irrevocable harm and damage will be done to
                           the Corporation if Executive competes with the
                           Corporation. Therefore, Executive agrees that during
                           the term of this Agreement and for a period of one
                           (1) year following termination of this Agreement,
                           Executive shall not, directly or indirectly, as an
                           employee, employer, contractor, consultant, agent,
                           principal, shareholder, corporate officer, director,
                           or in any other individual or representative
                           capacity, engage or participate in any business or
                           practice within the Practice Territory that is in
                           competition in any manner whatsoever with the
                           business of the Corporation without the written
                           permission of the Corporation. The term "in
                           competition in any manner whatsoever with the
                           business of the Corporation" shall include the
                           practice of accounting in the Practice Territory and
                           engaging in the mortgage business in the State of
                           Nevada. Practice Territory shall be defined as any
                           area in which the Corporation has an office or
                           conducts business. Executive agrees:

                           (i)      If Executive should set up an office within
                                    the Practice Territory in competition with
                                    the business of the Corporation, it would
                                    cause economic harm and loss of goodwill to
                                    the Corporation resulting in immediate and
                                    irreparable loss, injuries, and damage to
                                    the Corporation.


<PAGE>


                           (ii)     Notwithstanding anything to the contrary in
                                    this Section 10, Executive is not prohibited
                                    from owning less than five percent (5%) of
                                    the equity of any publicly traded entity.

                  b.       Enforcement. The Corporation and Executive further
                           agree that if any restriction in this Article is held
                           by any court to be unenforceable or unreasonable, a
                           lesser restriction will be enforced in its place and
                           the remaining restrictions in this Agreement will be
                           enforced independently of each other. In any action
                           to enforce any provision of this Article 10, the
                           court may award reasonable attorneys" fees, costs,
                           and expenses to the prevailing party. Notwithstanding
                           the prior provisions of this Article, Executive shall
                           be immediately released from the restrictive covenant
                           in this Article and may practice in competition with
                           the Corporation within the Practice Territory after
                           the termination of this Agreement by purchasing the
                           covenants described in this Article 10.a. The parties
                           believe that reasonable compensation to the
                           Corporation for the release of Executive from the
                           restrictive covenants of this Article 10 would be
                           Fifty Thousand Dollars ($50,000.00), which is the
                           Corporation"s anticipated costs of recruiting and
                           training a replacement for Executive. Executive
                           promises to pay, and the Corporation agrees to
                           accept, that amount as consideration if Executive
                           should desire to be released from the restrictive
                           covenants of this Article 10.

                  c.       Survival. The provisions of this Article 10 shall
                           survive the termination of this Agreement for one (1)
                           year.

         11.      Confidentiality of Information.

                  a.       Confidential Information. Executive agrees to keep
                           confidential and not to use or to disclose to others
                           during the term of this Agreement and for a period of
                           five (5) years thereafter, except as expressly
                           consented to in writing by the Corporation or
                           required by law, any secrets or confidential
                           technology, proprietary information, patient lists,
                           or trade secrets of the Corporation, or any matter or
                           thing ascertained by Executive through Executive"s
                           affiliation with the Corporation, the use or
                           disclosure of which matter or thing might reasonably
                           be construed to be contrary to the best interest of
                           the Corporation, the use or disclosure of which
                           matter or thing might reasonably be construed to be
                           contrary to the best interests of the Corporation.
                           This restriction shall not apply to any information
                           that (i) is or becomes generally available to and
                           known by the public (other than as a result of an
                           unpermitted disclosure directly or indirectly by
                           Executive or Executive"s affiliates, advisors, or
                           representatives); (ii) is or becomes available to
                           Executive on a nonconfidential basis from a source
                           other than the Corporation or its

<PAGE>

                           affiliates, advisors, or representatives, provided
                           that, at the time of disclosure to Executive,
                           Executive is not aware that such source was bound by
                           a confidentiality agreement with or other obligation
                           of secrecy to the Corporation; or (iii) has already
                           been or is hereafter independently acquired or
                           developed by the Corporation; without violating any
                           confidentiality agreement with or other obligation of
                           secrecy to the Corporation.

                  b.       Departure. Except as provided herein, should
                           Executive leave the employment of the Corporation,
                           Executive will neither take nor retain, without prior
                           written authorization from the Corporation, any
                           papers, client lists, fee books, client records,
                           files, or other documents or copies thereof or other
                           confidential information of any kind belonging to the
                           Corporation pertaining to the Corporation"s clients,
                           business, sales, financial condition, or products.
                           Without limiting other possible remedies to the
                           Corporation for the breach of this covenant,
                           Executive agrees that injunctive or other equitable
                           relief shall be available to enforce this covenant,
                           such relief to be without the necessity of posting a
                           bond, cash or otherwise. Executive further agrees
                           that if any restriction contained in this paragraph
                           is held by any court to be unenforceable or
                           unreasonable, a lesser restriction shall be enforced
                           in its place and remaining restrictions contained
                           herein shall be enforced independently of each other.

                  c.       Exceptions.

                           (i)      Executive shall not be prohibited from
                                    releasing any confidential or proprietary
                                    information to Executive"s legal counsel or
                                    financial advisors, provided that Executive
                                    places such advisors under legal obligation
                                    not to disclose the confidential
                                    information.

                           (ii)     It shall not be a breach of Executive"s
                                    covenants under this Article 11 if a
                                    disclosure is made pursuant to a court
                                    order, a valid administrative agency
                                    subpoena, or a lawful request for
                                    information by an administrative agency.
                                    Executive shall give the Corporation prompt
                                    notice of any such court order, subpoena, or
                                    request for information.

         12. Notice. All Notices and other communications hereunder shall be in
writing and shall be deemed to have been validly served, given or delivered five
(5) days after deposit in the United States mail, by certified mail with return
receipt requested and postage prepaid, when delivered personally, one (1) day
after delivery to any overnight courier, or when transmitted by facsimile
transmission facilities, and addressed to the party to be notified as follows:

                  If to Corporation at:              2901 El Camino, Suite 206
                                                     Las Vegas, Nevada 89102
<PAGE>


                  If to Executive at:


         13.      Miscellaneous.

                  a.       This Agreement shall inure to the benefit of and be
                           binding upon the Corporation, its successors and
                           assigns. This Agreement may not be assigned by the
                           Corporation without the prior written consent of the
                           Executive. The obligations and duties of the
                           Executive hereunder shall be personal and not
                           assignable.

                  b.       Whenever possible, each provision of this Agreement
                           shall be interpreted in such a neater as to be valid
                           and effective under applicable law, but if any
                           provision of this Agreement is found to be prohibited
                           or invalid under applicable law, such provision will
                           be ineffective to the extent of such prohibition or
                           invalidity without invalidating the remainder of such
                           provision or the remaining provisions of this
                           Agreement.

                  c.       For purposes of this Agreement an "affiliate" of a
                           person shall include any person, firm, corporation,
                           association, organization, or unincorporated trade or
                           business that, now or hereinafter directly or
                           indirectly, controls, or is controlled by, or
                           practices is under common control with such person.

                  d.       Any waiver, alteration or modification of any term of
                           this Agreement will be valid only if made in writing
                           and signed by the parties hereto. Each party hereto
                           from time to time may waive any of his or its rights
                           hereunder without effecting a waiver with respect to
                           any subsequent occurrences or transactions hereunder.

                  e.       Captions and paragraph heading used herein are for
                           convenience only are not a part hereof and shall not
                           be used in construing this Agreement.

                  f.       This Agreement constitutes the entire understanding
                           and agreement of the parties and, except as otherwise
                           provided hereunder, there are no other agreements or
                           understandings, written or oral, in effect between
                           the parties relating to the employment of the
                           Executive by the Corporation during the Term. AU
                           prior negotiations or agreements, if any, between the
                           parties relating solely to the employment of the
                           Executive by the Corporation during the Term are
                           hereby superseded.

                  g.       This Agreement shall be governed by and interpreted
                           in accordance with the

<PAGE>

                           laws of the State of Nevada.

                  h.       This Agreement may be executed in counterparts, each
                           of which shall be deemed an original,, but both of
                           which taken together shall constitute one and the
                           same instrument.

         14. Arbitration. Any controversy between the parties hereto, including
the construction or application of any of the terms, covenants or conditions of
this Agreement, shall on written request of one party served on the other be
settled exclusively by arbitration in accordance with the rules of the American
Arbitration Association then in effect. The arbitrator selected must be a member
of the National Academy of Arbitrators and must have significant experience in
arbitrating labor disputes. Further, the Arbitrator must be an attorney
practicing labor law in the Southern California area. The cost of such
arbitration shall be borne by the losing party or in such proportions as the
Arbitrator(s) shall decide. Judgment may be entered on the arbitrator's award in
any court of competent jurisdiction.

         15. The Executive's Employment. Nothing contained in this Agreement (i)
obligates the Corporation or any subsidiary of the Corporation to employ the
Executive 'in any capacity whatsoever, or (ii) prohibits or restricts the
corporation (or any such subsidiary) from terminating the employment, if any, of
the Executive at any time or for any reason whatsoever,,with or without cause,
subject to the terms and conditions of this Agreement.

         IN WITNESS WHEREOF, this Agreement is effective as of the day and year
first above written.


WITNESS:                                    EXECUTIVE



------------------------------------        ------------------------------------
                                            Michael Shustek


                                            SUNDERLAND CORPORATION,
                                            a Delaware corporation


                                            By:
------------------------------------           ---------------------------------
                                               Name:
                                               Title:

                                   EXHIBIT A


<PAGE>

                                WARRANT AGREEMENT