EMPLOYMENT AGREEMENT

                             --------------------



          THIS EMPLOYMENT AGREEMENT ("Agreement") is made this 1st day of April,

1999, by and between WHIRLWIND VENTURES, INC., a Florida corporation, (the

"Company"), and ROBERT DEROSE (the "Executive").



                                  WITNESSETH:



          WHEREAS, the Company desires to employ the Executive and to enter an

agreement embodying the terms of such employment and the Executive desires to

enter into this Agreement and to accept such employment, subject to the terms

and conditions hereinafter set forth; and



          NOW, THEREFORE, in consideration of the premises and other good and

valuable consideration, receipt of which is hereby acknowledged, the parties

hereto agree as follows:



     1.   Employment.

          ----------



          The Company agrees to employ the Executive during the Term specified

in Paragraph 2, and the Executive agrees to accept such employment, upon the

terms and conditions hereinafter set forth.



     2.   Term.

          ----



          The Executive's employment by the Company shall be for a term (the

"Term") commencing on April 1, 1999 and expiring on the earlier of (i) September

1, 2001; (ii) the death of the Executive, and (iii) the close of business on the

date the Executive's employment terminates pursuant to Paragraph 6 below.  The

effective date of the termination of the Executive's employment with the

Company, regardless of the reason therefor, is referred to in this Agreement as

the "Date of Termination."



     3.   Duties and Responsibilities.

          ---------------------------



          (a) During the Term, the Executive shall have the positions of

Chairman of the Board and Chief Executive Officer of the Company.  The Executive

shall report, directly to the Board of Directors of the Company (the "Board") at

such times and in such detail as it shall reasonably require.



          (b) The Executive shall have all of the powers, duties and

responsibilities customary to his offices, as are reasonably necessary to the

operations of the Company and its subsidiaries and as may be assigned to him

from time to time by or under authority of the Board consistent with his

positions as designated in subparagraph 3(a) above.  Without limiting the

foregoing, the Executive shall be responsible for the general overall management

of the Company and its subsidiaries and identifying suitable acquisition

opportunities and proposing such acquisition opportunities to the Board.  They

day-to-day operations of the Company shall



                                      -1-

{PAGE}



be overseen by a Chief Operating Officer selected by the Executive and engaged

by the Company. The Executive shall be furnished with such facilities and

services as are suitable to his position and adequate for the performance of his

duties. It is the intention of the parties that the Executive shall be elected

to and serve as a member of the Board, subject to the approval of the Company's

shareholders, so long as he continues to be employed by the Company, or if no

longer employed, owns five (5%) percent of the outstanding voting shares of the

Company.



          (c) The Executive agrees to devote his best efforts and not less than

seventy-five (75%) percent of his business time, skill, attention and energies

as are necessary to the performance of his duties and responsibilities under

this Agreement.  Nothing herein shall preclude the Executive from (i) engaging

in charitable, civil or religious, and other family members' business activities

and (ii) managing his personal investments and affairs, or serving on advisory

boards or boards of directors of other entities, provided that such activities

set forth in clauses (i) and (ii) above (individually or collectively) do not

adversely interfere with the performance of his duties or responsibilities under

this Agreement.  The Company hereby acknowledges that the Executive has informed

it that the Executive currently has a Consulting Agreement with his former

employer, The Educational Funding Company LLC, doing business as "American

Express Educational Loans," through calendar year 1999, wherein the Executive

has the obligation to spend up to twenty (20%) percent of the Executive's time

providing consulting services to the former employer unrelated to the business

activities of the Company.



          (d) Initially, the Executive's services hereunder shall be performed

at the headquarters of the Company located in San Diego, California.



     4.   Compensation.

          ------------



          Commencing on April 1, 1999, as compensation for all of his services

hereunder, the Company shall pay the Executive an annualized base salary (the

"Base Salary") of One Hundred Fifty Thousand Dollars ($150,000.00) payable

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