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                                                                    Exhibit 10.3

                              EMPLOYMENT AGREEMENT


         THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of
the 3rd day of May. 1999, by and between Del Mar Mortgage. Inc. A Nevada
Corporation ("Employer"), and MIKE WHITEAKER ("Employee").


                              W I T N E S S E T H:

         WHEREAS, Employer and Employee deem it to be in their respective best
interests to enter into an agreement providing for Employer's employment of
Employee pursuant to the terms herein stated.

         NOW, THEREFORE, in consideration of the premises and the mutual
promises and agreements contained herein, it is hereby agreed as follows:

         1. Term of Employment. Employer hereby employs and Employee hereby
accepts with employment with Employer for a term of three (3) years effective as
Of May 10. 1999 ("Commencement Date"), and ending on May 9. 2002 (the
'Termination Date"), unless sooner terminated as provided herein.

         2. Duties of Employee. Employer agree to engage Employee, and Employee
agrees to serve Employer, in the capacity of Compliance Officer, and shall do
and perform all services, acts, or things necessary or advisable to accomplish
the objectives and complete the tasks assigned to Employee by Employer's
management, including, without limitation: (i) establishment of procedures for
the proper processing by Del Mar of loans (originating both within and outside
the State of Nevada), including, trust accounting, funding, title policy, and
assignments, (ii) learning the regulations and administrative codes for all
states in which Employer lends and establish procedures for lending in those
states; and (iii) working directly with government officials regarding policy
and audits.

         3. Devotion of Time to Employer's Business. Employee shall be a
full-time employee of Employer and shall devote such substantial and sufficient
amounts of this productive time, ability, and attention to the business of
Employer during the term off this Agreement as may be necessary to accomplish
the objectives and complete the task assigned to Employee. Employee acknowledges
that Employee, in the course of fulfilling his duties hereunder, may be required
to travel outside the State of Nevada. Employee acknowledges that Employer may
require Employee to become licensed by the United States Securities and Exchange
Commission; the Nevada Association of Securities Dealers, and/or such other
entities as may be required for Employee to market securities to the public.
Prior written consent of Employer shall be required 1>efore Employee undertakes
any outside services of a business, commercial, or professional nature, whether
for compensation or otherwise. Written consent shall not be required as to
Employee's reasonable participation in educational and professional activities
related to the maintenance of Employee's qualifications and stature in his
profession.

         4. Uniqueness of Services. Employee acknowledges that the services to
be performed by him under the terms of this Agreement are of a special and
unique value.


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         Accordingly, the obligations of Employee under this Agreement are
non-assignable.

         5. Compensation of Employee.

                  a. Annual Base Salary. Subject to other specific provisions in
                  the Agreement, as compensation for service hereunder. Employee
                  shall receive a salary at the rate of not less than Seventy
                  Thousand and No/I 00 Dollars ($70,000.00) per annum ("Annual
                  Base Salary").

                  b. Cash Bonus. Within forty-five (45) days of expiration of
                  each Fiscal Quarter (as hereinafter defined), and provided
                  Employee is still employed by Employer on the date of
                  expiration of such Fiscal Quarter, Employer shall pay to
                  Employee a bonus equal to the greater of. (i) the product
                  obtained by multiplying the number of loans closed in such
                  Fiscal Quarter by One Hundred Seventy Five and No/I 00 Dollars
                  ($175.00); or (ii) Five Thousand and No/100 Dollars
                  ($5,000.00). Within forty-five (45) days of the expiration of
                  each Fiscal Year (as herein defined), and provided Employee is
                  still employed by Employer on the date of expiration of such
                  Fiscal Year, Employer shall pay to Employee a bonus calculated
                  as follows: (i) if on the date of expiration of a Fiscal Year
                  the then most current annual audit rating (as prepared by the
                  State of Nevada, Department of Business and Industry,
                  Financial Institutions Division ("FID")) for Employer shall be
                  I, then the bonus amount for such Fiscal Year shall be
                  Thirty-Five Thousand and No/100 Dollars ($35,000.00), (ii) if
                  on the date of expiration of a Fiscal Year the then most
                  current annual audit rating (as prepared by FID) for Employer
                  shall be 2, then the bonus amount for such Fiscal Year shall
                  be Twenty Thousand and No/100 Dollars ($20,000.00). (iii) if
                  on the date of expiration of a Fiscal Year the then most
                  current annual audit rating (as prepared by FID) for Employer
                  shall be 3, then the bonus amount for such fiscal year shall
                  be Ten Thousand and No/100 Dollars ($10,000.00). The term
                  "Fiscal Quarter" shall mean, commencing on the Commencement
                  Date, the first three (3) month period of the term of this
                  Agreement, and each three (3) month period during the term of
                  this Agreement thereafter. The term "Fiscal Year" shall mean,
                  commencing on the Commencement Date, the first twelve (12)
                  month period of the term of this Agreement, and each twelve
                  (12) month period during the term of this Agreement
                  thereafter.

                  c. Employee Benefits. Employee shall receive health and dental
                  insurance benefits, and 401K Plan coverage designated by
                  Employer arid no less favorable than the coverage provided by
                  Employer to its employees of same executive level (as
                  determined by Employer in its reasonable discretion).

                  d. Stock Options. Management will make a reasonable attempt to
                  give Employee the same option programs that will be available
                  to other executives

                  e. Business Expenses. Employer will reimburse employee for
                  reasonable business expenses incurred in performing Employee's
                  duties and promoting the business of Employer.

                  f. Vacation. Employee shall be entitled to fifteen (15) work
                  days (i.e., as a


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                  practical matter, three (3) weeks) per Fiscal Year as paid
                  vacation days. All vacation schedules shall be subject to the
                  reasonable approval of Employer.

                  g. Occasional Absence. Employee shall be entitled to five (5)
                  work days (i.e., as practical matter, one (1) week) per Fiscal
                  year as unpaid occasional absence days. All occasional absence
                  schedules shall be subject to the reasonable approval of
                  Employer.

                  h. Sick. Employee shall be entitled to ten (10) work days
                  (i.e., as a practical matter, two (2) weeks) per Fiscal Year
                  as paid sick days.

         6. Termination of Employment.

                  a. Termination for Cause. Employer shall have the right to
                  terminate Employee's employment at any time for cause by
                  giving Employee written notice of the effective date of
                  termination. In the event of Employer's termination of
                  Employee with cause. Employee shall not be entitled to any
                  further payments, rights, or benefits, hereunder, except such
                  as have accrued prior to the effectiveness of Employees
                  termination. For purposes of this Agreement, "cause" shall
                  mean:

                  (1)      fraud, misappropriation, embezzlement, or any other
                           action of material misconduct against Employer;

                  (2)      substantial failure to render services in accordance
                           with the provisions of the Agreement, provided that:

                           (i)      a written demand for performance has been
                                    delivered to Employee by Employer at least
                                    ten (10) days prior to termination
                                    identifying the manner in which Employer
                                    believes that Employee has failed to
                                    perform, and

                           (ii)     Employee has thereafter failed to remedy
                                    such failure to perform;

                  (3)      material violation of any law, rule, or regulation of
                           any governmental or regulatory body material to the
                           business of Employer;

                  (4)      conviction or a guilty plea or nolo contendere plea
                           to a felony

                  (5)      the loss, revocation, or suspension of any license or
                           certification of Employee necessary for Employee to
                           discharge his duties on behalf of Employer;

                  (6)      repeated and persistent failure to abide by the
                           policies established by the management of Employer;

                  (7)      any acts of violence or threats of violence made by
                           Employee against Employer or anyone associated with
                           Employer's business; or



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                  (8)      drug dependency or habitual insobriety.

                  b. Termination without Cause. Employer shall have the right to
         terminate Employee's employment at any time without cause by giving
         Employee at least thirty (30) days prior written notice of the
         effective date of termination. In the event of termination of this
         Agreement without cause. Employer shall continue to pay Employee and
         Annual Base salary (in accordance with Section 5(a) hereof), for a
         period which is the lesser of (a) twelve (12) months or (b) the number
         of full months from the effective date of termination of Employee
         without cause to the Termination Date. Except for Employer's obligation
         to pay the Annual Base Salary in accordance with the foregoing, in the
         event of Employer's termination of Employee without Cause, Employee
         shall not be entitled to any further payments, rights, or benefits
         hereunder, except such as have accrued prior to the effectiveness of
         Employee's termination.

                  c. Termination by Employee. Employee may terminate Employee's
         employment hereunder, provided: (i) Employer commits a material breach
         of this Agreement; and (ii) Employer receives written notice thereof
         from Employee; and (iii) Employer fails to cure such default within
         thirty (30) days of receipt of such notice.

                  d. Death or Incapacity. This Agreement shall terminate
         automatically in the event that: (1) Employee fails or is unable to
         perform Employee's duties due to injury, illness or other incapacity
         for ninety (90) days in any twelve (12) month period; or (2) death of
         Employee. If this Agreement shall terminate in accordance with this
         Section 6(c), the obligation of Employer to make any payments
         whatsoever under this Agreement shall cease except that in the event
         this Agreement is terminated as a result of Employee's death.
         Employee's executors, administrators' or other legal representatives,
         shall within thirty (30) days of the date of Employees death, be paid
         any compensation pursuant to this Agreement which is accrued and unpaid
         as of the date of death of Employee (and to which Employee is otherwise
         entitled pursuant to the terms of this Agreement).

                  e. Mitigation. In the event of a termination of Employee's
         employment for any reason, Employee shall be required to seek other
         employment in order to mitigate any damages resulting from the breach
         of this Agreement.

                  7. Covenant of Confidentiality. All documents, records, files,
         manuals, forms, materials, supplies, computer programs, trade secrets,
         and other information which comes into Employee's possession from time
         to time during Employee's employment by Employer, and/or any of
         Employer's subsidiaries or affiliates, shall remain the sole and
         exclusive property of Employer. Employee acknowledges that all such
         confidential and propriety information is confidential and proprietary
         and not readily available to Employer's business competitors. On the
         effective date of the termination of the employment relationship or at
         such other date specified by Employer, Employee agrees that he will
         return to Employer all such confidential and propriety items
         (including, but not limited to, company badge and keys) in his control
         or possession, and all copies thereof,


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         and that he will not remove any such items from the offices of
         Employer.

                  8. Covenant of Non-Disclosure. Employee shall keep
         confidential and not disclose or otherwise make use of any of the
         confidential or proprietary information or trade secrets referred to in
         Section 7 nor the same to any third patty whomsoever, except as
         required by law.

                  9. Covenant of Non-Solicitation. During the term of this
         Agreement and for a period of five (5) years following the effective
         date of termination of the employment relationship. Employee, either on
         Employee's own account or for any person, film, company or other
         entity, shall not solicit, interfere with or induce, or attempt to
         induce, any employee of Employer, or any of its subsidiaries or
         affiliates to leave their employment or to breach their employment
         agreement, if any with Employer.

                  10. Covenant of Non-Disparagement, During the term of this
         Agreement and for a period of five (5) years following the effective
         date of the termination of the employment relationship. Employee shall
         not make any remarks disparaging the conduct or character of Employer
         or any of its subsidiaries or affiliates, their agents, employees,
         officers, directors, successors, or assigns.

                  11. Covenant of Cooperation. Employee agrees to cooperate with
         Employer in any litigation or administrative proceedings involving any
         matters with which Employee was involved during his employment by
         Employer. Employer shall reimburse Employee for reasonable expenses
         incurred in providing such assistance.

                  12. Covenant Against Competition. During the term of this
         Agreement and for a period of three (3) years following the effective
         date of the termination of the employment relationship. Employee shall
         not directly or indirectly engage in or become a partner, principal,
         investor, creditor or stockholder of any business, proprietorship,
         association, firm, corporation or any other business entity which is
         engaged or proposes to engage or hereafter engages in any business
         which competes with the business of Employer and/or any of its
         subsidiaries or affiliates in any geographic area in which Employer
         conducts business at the time of the termination of the employment
         relationship.

                  13. Remedies. Notwithstanding any other provision in this
         Agreement to the contrary. Employee acknowledges and agrees that if
         Employee commits a material breach of the Covenant of Confidentiality
         (Section 7), Covenant of Non-Disclosure (Section 8), Covenant of
         Non-Solicitation (Section 9), Covenant of Non Disparagement (Section
         10), Covenant of Cooperation (Section II), or the Covenant Against
         Competition (Section 12), Employer shall have the right to have the
         obligations of Employee specifically enforced by any court having
         jurisdiction on the grounds that any such breach will cause irreparable
         injury to Employer and money damages will not provide an adequate
         remedy. Such equitable remedies shall be in addition to any other
         remedies at law or equity,


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         all of which remedies shall be cumulative and not exclusive. Employee
         further acknowledges and agrees that the obligations contained in
         Section 7 through 12, of this Agreement are fair, do not unreasonably
         restrict Employee's future employment and business opportunities, and
         are commensurate with the compensation arrangement set out in this
         Agreement.

                  14. Survivability. Section 7 through 13, of this Agreement
         shall survive termination of the employment relationship and this
         Agreement.

                  15.    General Provisions.

                  a. Notices. Any notices to be given hereunder by either party
                  to the other shall be in writing and may be effected by
                  personal delivery or by mail, registered or certified, postage
                  prepaid with return receipt requested. Notices delivered
                  personally shall be deemed communicated as of actual receipt.
                  Mailed notices shall be deemed communicated as of two (2) days
                  after mailing. Notice however sent, if received, shall be
                  effective and deemed communicated no later than time of
                  receipt.

                  b. Employer's address is:

                                    2901 El Camino, Suite 206
                                    Las Vegas, Nevada  89102


                  c. Employee's address is:

                                    4008 Tyler William Lane
                                    Las Vegas. Nevada 89130

Any such changes in the address for notice of either party shall be provided to
the other party within ten (10) days of such change.

                  d. Arbitration. Other than disputes concerning Section 7
                  through 13 of this Agreement, any controversy between Employer
                  and Employee involving the construction, application,
                  enforceability or breach of any of the terms, provisions, or
                  conditions of this Agreement, including without limitation
                  claims for breach of contract, violation of public policy,
                  breach implied covenant, intentional infliction of emotional
                  distress or any other alleged claims which are not settled by
                  mutual agreement of the parties, shall be submitted to final
                  and binding arbitration in accordance with the roles of the
                  American Arbitration Association. The cost of arbitration
                  shall be borne by the losing party. In consideration of each
                  party's agreement to submit to arbitration all disputes that
                  arise under this Agreement (except disputes involving Sections
                  7 through 13), each party agrees that the arbitration
                  provisions of this Agreement shall constitute his/her/its
                  exclusive remedy and each party expressly waives the right to
                  pursue redress of any kind in any other forum. The parties
                  farther agree that the arbitrator acting hereunder shall not
                  be empowered to add to, subtract from, delete or in any other
                  way modify the terms of this Agreement.



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                  e. Attorneys' Fees and Costs. If any action in law, equity,
                  arbitration or otherwise is necessary to enforce or interpret
                  the terms of this Agreement, the prevailing party shall be
                  entitled to reasonable attorneys' fees, costs, and necessary
                  disbursements in addition to any other relief to which
                  he/she/it may be entitled. The term "prevailing party" means
                  the party obtaining substantially the relief sought, whether
                  by compromise, settlement, award or judgement.

                  f. Authorization. Employer and Employee each represent and
                  warrant to the other that he/she/it has the authority, power
                  and right to deliver, execute and fully perform the terms of
                  this Agreement

                  g. Entire Agreement. Employee understands and acknowledges
                  that this documents constitutes the entire agreement between
                  Employee and Employer with regard to Employee's employment by
                  Employer and Employee's post-employment activities concerning
                  Employer. This Agreement supersedes any and all other written
                  and oral agreements between the parties with respect to the
                  subject matter hereof. Any and all prior agreements, promises,
                  negotiations, or representations' either written or oral,
                  relation to the subject matter of this Agreement not expressly
                  act forth in this Agreement are of no force and effect. This
                  Agreement may altered, amended, or modified only in writing
                  signed by all of the parties hereto. Any oral representations
                  or modifications concerning this instrument shall be of no
                  force and effect.

                  h. Severabilitv. If any term, provision, covenant, or
                  condition of this Agreement is held by a court or other
                  tribunal of competent jurisdiction to be invalid, void, or
                  unenforceable, the remainder of such provisions and all of the
                  remaining provisions hereof shall remain in full force and
                  effect to the fullest extent permitted by law and shall in no
                  way be affected, impaired, or invalidated as a result of such
                  decision.

                  i. Governing Law. Except to the extent that federal law may
                  preempt Nevada law, this Agreement and the rights and
                  obligations hereunder shall be governed, construed and
                  enforced in accordance with the laws of the State of Nevada.

                  j. Taxes. All compensation payable hereunder is gross and
                  shall be subject to such withholding taxes and other taxes as
                  may be provided by law. Employee shall be responsible for the
                  payment of all taxes attributable to the compensation provided
                  by this Agreement except for those taxes required by law to be
                  paid or withheld by Employer.

                  k. Assignment. This Agreement shall be binding upon and inure
                  to the benefit of the successors and assigns of Employer.
                  Employee may not sell, transfer, assign, or pledge any of his
                  rights or interests pursuant to this Agreement.

                  l. Waiver. Either party's failure to enforce any provision or
                  provisions of this Agreement shall not in any way be construed
                  as a waiver of any


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                  such provision or provisions, or prevent that party thereafter
                  from enforcing such provision or provisions and each and every
                  other provision of this Agreement.

                  M. Captions. Titles and headings to sections in this Agreement
                  arc for the purpose contained therein.




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         IN WITNESS WHEREOF, the parties hereto have read, understood, and
voluntarily executed this Agreement as of the day and year first above written.

EMPLOYEE                                             EMPLOYER



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MIKE WHITEAKER                                       CEO



Date:                                                Date:
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