<PAGE>



     THE  BAUER  PARTNERSHIP,  INC.
     AMENDED  2003  NON-QUALIFIED  STOCK  OPTION  PLAN

1.     Purpose.  This  Amended 2003 Non-Qualified Stock Option Plan (the "Plan")
       -------
is  intended  to  promote  the  financial  success  and  interests  of The Bauer
Partnership,  Inc.  (the "Company") and materially increase shareholder value by
giving  incentives  to  officers  and  other  employees  and  directors  of  and
consultants  and advisors to the Company, its parent (if any) and any present or
future  subsidiaries  of  the  Company  (collectively,  "Related  Corporations")
through  providing  opportunities  to  acquire  stock  in  the Company.  As used
herein,  the  terms  "parent"  and  "subsidiary"  mean  "parent corporation" and
"subsidiary  corporation",  respectively, as those terms are defined in Sections
424(e)  and  424(f) or successor provisions of the Internal Revenue Code of 1986
as  amended  from  time  to time (the "Code").  Any proceeds of cash or property
received by the Company for the sale of The Bauer Partnership, Inc. Common Stock
pursuant  to  options granted under this Plan will be used for general corporate
purposes.

     2.     Structure  of  the  Plan.  The  Plan  permits the following separate
            ------------------------
types  of  grant:

     A.  Options  may be granted hereunder to purchase shares of common stock of
the  Company.  These options may not meet the requirements of Section 422 of the
Code ("Non-Qualified Options").  Non-Qualified Options are sometimes referred to
hereinafter  as  "Options".

     B.  Awards  of  stock  in  the  Company  ("Awards")  may  be  granted.

     C.  Opportunities  to  make  direct  purchases  of  stock  in  the  Company
("Purchases")  may  be  authorized.

Options,  Awards  and authorizations to make Purchases are sometimes referred to
hereinafter  as  "Stock  Rights".

      3.     Administration  of  the  Plan.
             -----------------------------

     A.  The Plan shall be administered by the Board of Directors of the Company
(the  "Board").  The  Board  may in its sole discretion grant Options, authorize
Purchases  and  grant Awards, as provided in the Plan. The Board shall have full
power  and authority, subject to the express provisions of the Plan, to construe
and  interpret  the  Plan and all Option agreements, Purchase authorizations and
Award  grants  thereunder,  to  establish,  amend  and  rescind  such  rules and
regulations  as  it  may  deem  appropriate for the proper administration of the
Plan,  to determine in each case the terms and provisions which shall apply to a
particular Option agreement, Purchase authorization, or Award grant, and to make
all  other  determinations  which  are,  in  the  Board's judgment, necessary or
desirable  for the proper administration of the Plan.  The Board may correct any
defect, supply any omission or reconcile any inconsistency in the Plan or in any
Option agreement, Purchase authorization or Award grant in the manner and to the
extent  it  shall,  in its sole discretion, consider expedient. Decisions of the
Board shall be final and binding on all parties who have an interest in the Plan
or  any  Option,  Purchase, Award, or stock issuance thereunder.  No director or
person  acting  pursuant to authority delegated by the Board shall be liable for
any  action  or  determination  under  the  Plan  made  in  good  faith.


<PAGE>

     B.  The  Board  may,  to  the  full extent permitted by and consistent with
applicable  law  and  the  Company's  By-laws,  and  subject  to  Subparagraph D
hereinbelow,  delegate  any  or  all  of  its  powers  with  respect  to  the
administration  of  the  Plan  to a committee (the "Committee") appointed by the
Board.  If  a  Committee  has been appointed, all references in this Plan to the
Board  shall  mean  and  relate  to  that  Committee.

     C.  Those  provisions  of  this  Plan  which make express reference to Rule
16b-3  under  the  Securities  Exchange  Act  of 1934, as amended (the "Exchange
Act"),  or any successor rule ("Rule 16b-3"), or which are required in order for
certain  option  transactions  to  qualify for exemption under Rule 16b-3, shall
apply  only to those persons required to file reports under Section 16(a) of the
Exchange  Act  (a  "Reporting  Person").

     D.  If  the Company registers any class of equity security under Section 12
of  the  Exchange  Act,  the selection of a director or an officer (as the terms
"director"  and "officer" are defined for purposes of Rule 16b-3) as a recipient
of  an  option, the timing of the option grant, the exercise price of the option
and the number of shares subject to the option shall be determined either (i) by
the  Board,  if  all  of  the Board members are disinterested persons within the
meaning of Rule 16(b)(3), or (ii) by two or more directors having full authority
to  act  in  the  matter,  each  of  whom  shall be such a disinterested person.

     4.  Eligible  Employees  and  Others.  Non-Qualified  Options,  Awards, and
         --------------------------------
authorizations  to  make  Purchases  may  be granted to any employee, officer or
director of, or consultant or advisor to the Company or any Related Corporation,
except  for instances where services are in connection with the offer or sale of
securities  in  a  capital-raising  transaction,  or they directly or indirectly
promote  or  maintain  a  market  for  the Company's securities.  In making such
determinations,  the Board and/or the Committee may take into account the nature
of  the  services  rendered  by  such  person, his or her present  and potential
contribution  to  the  Company's  success, and such other factors as the Company
and/or  Committee  in  its  discretion shall deem relevant.  The granting of any
Stock Right to any individual or entity shall neither entitle that individual or
entity  to,  nor  disqualify him from, participation in any other grant of Stock
Rights.

     5.     Stock.  The  stock subject to Options, Awards and Purchases shall be
            -----
authorized  but unissued shares of common stock of the Company ("Common Stock"),
or  shares  of  Common  Stock  reacquired  by  the  Company  in any manner.  The
aggregate  number  of  shares  which  may  be  issued under the Plan is Eighteen
Million (18,000,000), subject to adjustment as provided in Paragraph 13.  If any
Option  granted  under the Plan shall expire or terminate for any reason without
having been exercised in full or shall cease for any reason to be exercisable in
whole  or in part, or if the Company shall reacquire any nonvested shares issued
pursuant  to Awards or Purchases, the unpurchased shares subject to such Option,
or  such  nonvested  shares so reacquired shall again be available for grants of
Stock  Rights  under  the  Plan.  No  fractional shares of Common Stock shall be
issued,  and  the  Board  and/or  Committee  shall determine the manner in which
fractional  share  value  shall  be  treated.

     6.     Option  Agreements.  As  a condition to the grant of an Option, each
            ------------------
recipient  of  an  Option  shall  execute  an  option agreement in such form not
inconsistent  with the Plan as the Board shall approve.  These option agreements
may  differ  among  recipients.  The  Board may, in its sole discretion, include
additional  provisions  in  option  agreements,  including  without  limitation
restrictions on transfer, repurchase rights, commitments to pay cash bonuses, to
make,  arrange for or guarantee loans or to transfer other property to optionees
upon exercise of options, or such other provisions as shall be determined by the
Board;  provided,  however,  that  such  additional  provisions  shall  not  be
inconsistent  with  any  provision  of  the  Plan

                                        2
<PAGE>

     7.     Option  Exercise  Price.
            -----------------------

     A.  Subject  to  Subparagraph  3D of this Plan and Subparagraphs B and C of
this  Paragraph 7, the purchase price per share of Common Stock deliverable upon
the  exercise  of an Option ("exercise price") shall be determined by the Board.

     B  The  exercise  price of each Non-Qualified Option granted under the Plan
shall  in  no event be less than the par value per share of the Company's Common
Stock.

     8.     Cancellation  and  New  Grant of Options, Etc.  The Board shall have
            ---------------------------------------------
the  authority to effect, at any time and from time to time, with the consent of
the  affected  optionees, the cancellation of any or all outstanding Options and
the grant in substitution therefor of new Options covering the same or different
shares of Common Stock and having an exercise price per share which may be lower
or  higher  than  the  exercise  price  per  share  of  the  canceled  Options.

     9.     Exercise  of  Options.
            ---------------------

     A.  Each  Option granted under the Plan shall be exercisable either in full
or  in installments at such time or times and during such period as shall be set
forth  in  the agreement evidencing the Option, subject to the provisions of the
Plan.  The  partial  exercise  of  an  option  shall  not  cause the expiration,
termination or cancellation of the remaining portion thereof.  The Board may, in
its  sole  discretion,  (i)  accelerate  the  date  or dates on which all or any
particular  Option  or  Options  granted under the Plan may be exercised or (ii)
extend  the dates during which all, or any particular, Option or Options granted
under  the  Plan  may  be  exercised.

     B.  Options  granted under the Plan may provide for payment of the exercise
price  by  any  of  the  following  methods:

          (i)  In cash, by wire transfer, by certified or cashier's check, or by
     money  order;  or

           (ii)     By  delivery  to  the  Company  of  an  exercise notice that
requests  the Company to issue to the  Optionee  the full  number  of  shares as
to which the Option is then exercisable,  less the  number  of shares  that have
an  aggregate  Fair  Market  Value,  as  determined  by  the  Board  in its sole
discretion  at  the  time of exercise,  equal to the aggregate purchase price of
the shares to which such exercise relates.  (This  method of exercise allows the
Optionee  to  use  a portion of the shares issuable at the time of  exercise  as
payment for the shares to which the option relates and is often referred to as a
"cashless  exercise."  For  example,  if  the  Optionee elects to exercise 1,000
shares  at  an exercise price of $0.25 and the current  Fair Market Value of the
shares on the date of exercise is $1.00,  the  Optionee can use 250 of the 1,000
shares at  $1.00 per share to pay for the  exercise  of the entire  Option  (250
x  $1.00  =  $250.00)  and  receive  only  the  remaining  750  shares.)

               For  purposes  of  this  section,  "  Fair Market Value" shall be
               defined  as  the  average  closing  price of the common stock (if
               actual  sales  price  information  on  any  trading  day  is  not
               available,  the  closing  bid  price  shall be used) for the five

                                        3
<PAGE>
               trading  days  prior  to the Date of Exercise of this Option (the
               "Average  Closing  Bid  Price"),  as  reported  by  the  National
               Association  of  Securities  Dealers  Automated  Quotation System
               ("NASDAQ"),  or  if the common stock is not traded on NASDAQ, the
               Average  Closing  Bid  Price  in  the  over-the-counter  market;
               provided,  however, that if the common stock is listed on a stock
               exchange,  the Fair Market Value shall be the Average Closing Bid
               Price on such exchange; and, provided further, that if the common
               stock is not quoted or listed by any organization, the fair value
               of  the  common stock, as determined by the Board of Directors of
               the  Company,  whose  determination shall be conclusive, shall be
               used).  In  no  event shall the Fair Market Value of any share of
               Common  Stock  be  less  than  its  par  value.


     10.     Option  Period.  Subject  to  earlier  termination  under  other
             --------------
provisions  of  this Plan, each Option and all rights thereunder shall expire on
such  date  as  shall  be  set  forth  in  the  applicable  option  agreement.

     11.     Nontransferability  of Options.  Non-Qualified options shall not be
             ------------------------------
assignable  or  transferable by the optionee, either voluntarily or by operation
of  law, except by will or the laws of descent and distribution, and, during the
life  of  the optionee, except to the extent otherwise provided in the agreement
evidencing  the  Non-Qualified  Option.

     12.     Effect  of  Termination of Employment or Other Relationship Subject
             -----------------------------------------------------------
to  all  other  provisions  of the Plan, the Board shall determine the period of
time  during  which  an  Optionee  may  exercise  an  Option  following  (i) the
termination  of the optionee's employment or other relationship with the Company
or  a Related Corporation or (ii) the death or disability of the optionee.  Such
periods  shall  be  set  forth  in  the  agreement  evidencing  the  Option.

     13.     Adjustments.
             -----------

     A.  If, through or as a result of any merger, consolidation, sale of all or
substantially  all  of  the  assets  of  the  Company,  reorganization,
recapitalization,  reclassification,  stock dividend, stock split, reverse stock
split  or  other similar transaction, (i) the outstanding shares of Common Stock
are  increased,  decreased or exchanged for a different number or kind of shares
or  other  securities  of  the  Company,  or  (ii)  additional  shares or new or
different shares or other securities of the Company or other non-cash assets are
distributed  with respect to such shares of Common Stock or other securities, an
appropriate and proportionate adjustment shall be made in (a) the maximum number
and kind of shares reserved for issuance under the Plan, (b) the number and kind
of  shares or other securities subject to any then outstanding Options under the
Plan,  and  (c) the price for each share subject to any then outstanding Options
under  the  Plan, without changing the aggregate purchase price as to which such
Options  remain exercisable. No fractional shares shall be issued under the Plan
on  account  of  any  such  adjustments.

     B.  Any  adjustments  under this Paragraph 13 shall be made by the Board of
Directors,  whose determination as to what adjustments, if any, will be made and
the  extent  thereof  shall  be  final,  binding  and  conclusive.

     14.     Rights  as  a  Shareholder.  The  holder of an Option shall have no
             --------------------------
rights  as  a  shareholder  with  respect  to  any  shares covered by the option
(including,  without  limitation,  any  voting  rights,  the right to inspect or
receive  the  Company's  balance sheets or financial statements or any rights to
receive  dividends  or non-cash distributions with respect to such shares) until
the  date  of issue of a stock certificate for such shares.  No adjustment shall
be  made for dividends or other rights for which the record date is prior to the
date  such  stock  certificate  is  issued.


                                        4
<PAGE>

     15.     Merger,  Consolidation,  Asset  Sale,  Liquidation,  Etc.
             --------------------------------------------------------

     A.  Except as may otherwise be provided in the applicable option agreement,
in the event of a consolidation or merger or sale of all or substantially all of
the  assets  of  the  Company  in  which  outstanding shares of Common Stock are
exchanged  for  securities,  cash  or other property of any other corporation or
business  entity,  or  in  the  event of the liquidation of the Company (each, a
"Change  in  Control"),  the Board, or the board of directors of any corporation
assuming  the obligations of the Company, shall, in its discretion, take any one
or  more  of the following actions, as to outstanding Options:  (i) provide that
such  Options  shall  be assumed, or equivalent options shall be substituted, by
the  acquiring  or  succeeding  corporation (or an affiliate thereof); (ii) upon
written  notice  to  the optionees, provide that any and all outstanding Options
shall become exercisable in full (to the extent not otherwise so exercisable) as
of  a  specified  date  or  time  ("Accelerated  Vesting  Date")  prior  to  the
consummation  of  such  transaction,  and  that  all  unexercised  Options shall
terminate  as  of  a  specified  date  or  time  ("Accelerated Expiration Date")
following the Accelerated Vesting Date unless exercised by the Optionee prior to
the  Accelerated  Expiration  Date;  provided,  however, that optionees shall be
given  a  reasonable  period of time within which to exercise or provide for the
exercise  of  outstanding  Options  following such written notice and before the
Accelerated  Expiration  Date; (iii) in the event of a merger under the terms of
which  holders of the Common Stock of the Company will receive upon consummation
thereof  a  cash  payment  for each share surrendered in the merger (the "Merger
Price"),  terminate  each  outstanding Option in exchange for a payment, made or
provided  for  by  the  Company,  equal  in amount to the excess, if any, of the
Merger  Price  over  the per-share exercise price of each such Option, times the
number  of shares of Common Stock subject to such Option; or (iv) terminate each
outstanding Option in exchange for a cash payment equal in amount to the product
of  the excess, if any, of the fair market value of a share of Common Stock over
the  per-share  exercise  price  of each such Option, times the number of shares
subject  to  such  Option.  The Board shall determine the fair market value of a
share  of  Common  Stock  for  purposes  of  the  foregoing,  and  the  Board's
determination  of such fair market value shall be final, binding and conclusive.

     B.  In  the  event  of  a  Change  in  Control and to the extent the rights
described  in  this  Section  16B are not already substantially provided to each
Qualified  Option  Recipient  by  the  Board  (or  the board of directors of any
corporation  assuming  the  obligations of the Company) pursuant to Section 16A,
beginning on the date which is 180 days from the date of such Change in Control,
each  Qualified  Option  Recipient  (as  defined  below) shall have the right to
exercise  and  receive  from  the  Company  or  its  successor  their respective
Acceleration  Amount  (as  defined  below).  A  "Qualified  Option Recipient" is
defined  as  an  option  recipient  hereunder  who  both  (A)  has  maintained a
relationship  as  an  employee, officer or director of, or consultant or advisor
to,  the  Company  or  its  successor  for the 180 days immediately prior to the
Change  in  Control  and (B) on the date which is 180 days after the date of the
Change  in  Control, either (i) maintains a relationship as an employee, officer
or  director  of,  or  consultant or advisor to, the Company or its successor or
(ii) fails to maintain a relationship as an employee, officer or director of, or
consultant  or advisor to, the Company or its successor by reason of having such
relationship  terminated  by  the Company or its successor other than for Cause,


                                        5

<PAGE>

where  "Cause"  means  willful  misconduct  or  willful  failure  of  the option
recipient to perform the responsibilities of such option recipient's agreed-upon
business  relationship  with  the  Company  or  its successor, including without
limitation  such  option  recipient's breach of any provision of any employment,
consulting,  nondisclosure,  non-competition  or  similar  agreement between the
option  recipient  and  the  Company.  With  respect  to  each  Qualified Option
Recipient,  the "Acceleration Amount" shall mean the lesser of (a) the number of
additional  shares of Common Stock (or their equivalent) which would have become
vested  pursuant  to  their  option  agreement over the twelve (12) month period
following  the  date  of the Change in Control or (b) fifty percent (50%) of the
shares  of  Common Stock (or their equivalent) which had not yet vested pursuant
to  their  option  agreement as of the date of the Change in Control.  The Board
and,  where  applicable,  the board of directors of any corporation assuming the
obligations  of  the  Company, shall take all necessary action to accomplish the
purposes  of  this  Section  16B, including all such actions as are necessary to
provide  for  the  assumption  of  such  obligation  upon the Change in Control.

     C.  The  Company  may  grant  Options  under  the  Plan in substitution for
Options  held  by  employees  of another corporation who become employees of the
Company  or  a Related Corporation as the result of a merger or consolidation of
the  employing  corporation  with  the Company or a Related Corporation, or as a
result of the acquisition by the Company or a Related Corporation of property or
stock  of  the  employing  corporation.  The  Company may direct that substitute
Options  be  granted  on  such  terms  and  conditions  as  the  Board considers
appropriate  in  the  circumstances.

D.  In the event of a Change in Control and with respect thereto, the rights and
responsibilities  of  holders  of  Stock  Rights  pursuant to this Plan shall be
governed  first  and  foremost  by  the  Company's agreement with the respective
recipient  of such Stock Rights and then, to the extent applicable, by the terms
of  this  Section  15.

     16.     Stock Restriction Agreement.  The Company may require the recipient
             ---------------------------
of  the  Award  or  Purchase  authorization  to  execute  an  agreement  ("Stock
Restriction  Agreement")  in  such form not inconsistent with the Plan as may be
approved  by  the  Board.  Stock  Restriction  Agreements  may  differ  among
recipients.  Stock  Restriction  Agreements may include any provisions the Board
determines  should  be included and that are not inconsistent with any provision
of  the  Plan.

     17.     No  Special Employment Rights.  Nothing contained in the Plan or in
             -----------------------------
any  option  agreement or other agreement or instrument executed pursuant to the
provisions  of the Plan shall confer upon any Optionee any right with respect to
the  continuation  of  his  or  her  employment  by  the  Company or any Related
Corporation  or  interfere in any way with the right of the Company or a Related
Corporation  at any time to terminate such employment or to increase or decrease
the  compensation  of  the  optionee.

     18.     Other  Employee  Benefits.  Except as to plans which by their terms
             -------------------------
include  such  amounts  as  compensation, no amount of compensation deemed to be
received by an employee as a result of the grant or exercise of an Option or the
sale  of  shares  received upon such exercise, or as a result of the grant of an
Award  or the authorization or making of a Purchase will constitute compensation
with  respect  to  which  any  other  employee  benefits  of  such  employee are
determined,  including,  without  limitation, benefits under any bonus, pension,
profit-sharing,  life insurance or salary continuation plan, except as otherwise
specifically  determined  by  the  Board.

                                        6

<PAGE>

     19.     Amendment  of  the  Plan.
             ------------------------

     A.  The  Board  may at any time, and from time to time, modify or amend the
Plan  in  any  respect,  except  as  otherwise  expressly provided in this Plan.

     B.  The termination or any modification or amendment of the Plan shall not,
without the consent of an optionee, affect the optionee's rights under an Option
previously  granted.  With  the  consent of the Optionee affected, the Board may
amend  outstanding option agreements in a manner not inconsistent with the Plan.
The  Board  shall  have the right to amend or modify terms and provisions of the
Plan,  the terms and provisions of the Plan and of any outstanding Option to the
extent  necessary  to  ensure  the  qualification  of the Plan under Rule 16b-3.

     20.     Investment  Representations.  The  Board  may require any person to
             ---------------------------
whom  an  Option  is  granted, as a condition of exercising such Option, and any
person  to  whom an Award is granted or a Purchase is authorized, as a condition
thereof,  to  give  written assurances in substance and form satisfactory to the
Board  to  the  effect that such person is acquiring the Common Stock subject to
the  Option,  Award or Purchase for such person's own account for investment and
not  with  any  present intention of selling or otherwise distributing the same,
and to such other effects as the Company deems necessary or appropriate in order
to  comply  with federal and applicable state securities laws, or with covenants
or representations made by the Company in connection with any public offering of
its  Common  Stock.

     21.     Compliance  With  Securities Laws.  Each Option shall be subject to
             ---------------------------------
the  requirement  that  if,  at any time, counsel to the Company shall determine
that  the  listing, registration or quali-fication of the shares subject to such
Option  upon  any  securities exchange or under any state or federal law, or the
consent  or  approval  of  any  governmental  or  regulatory  body,  or that the
disclosure  of non-public information or the satisfaction of any other condition
is  necessary as a condition of, or in connection with, the issuance or purchase
of  shares  thereunder,  such  Option may not be exercised, in whole or in part,
unless  such  listing,  registration,  qualification,  consent  or  approval, or
satisfaction  of  such  condition  shall  have  been  effected  or  obtained  on
condi-tions  acceptable to the Board.  Nothing herein shall be deemed to require
the  Company  to  apply  for  or  to  obtain  such  listing,  registration  or
qualification,  or  to  satisfy  such  condition.

     22.     Withholding.  The  Company  shall  have  the  right  to deduct from
             -----------
payments  of  any kind otherwise due to the Optionee any federal, state or local
taxes  of  any  kind  required  by law to be withheld with respect to any shares
issued  upon  exercise  of Options under the Plan or upon the grant of an Award,
the  making  of  a Purchase of Common Stock for less than its fair market value,
the  making  of a Disqualifying Disposition (as defined in Paragraph 24), or the
vesting  of  restricted  Common  Stock  acquired pursuant to a Stock Right.  The
Board  in its sole discretion may condition the exercise of an Option, the grant
of  an  Award,  the  making  of  a Purchase, or the vesting of restricted shares
acquired by exercising a Stock Right on the grantee's payment of such additional
withholding  taxes.

                                        7

<PAGE>

     23.     Effective  Date  and  Duration  of  the  Plan.
             ---------------------------------------------

     A.  The  Plan  shall  become effective when adopted by the Board, and Stock
Rights granted under the Plan shall become exercisable upon the Board's approval
of  the  Plan.  Amendments  to the Plan not requiring shareholder approval shall
become  effective  when  adopted by the Board. Stock Rights may be granted under
the Plan at any time after the effective date and before the termination date of
the  Plan.

     B.  Unless  sooner terminated as provided elsewhere in this Plan, this Plan
shall  terminate  upon the close of business on the day next preceding the tenth
anniversary  of the date of its adoption by the Board.  Stock Rights outstanding
on  such  date  shall  continue  to have force and effect in accordance with the
provisions  of  the  instruments  evidencing  such  Stock  Rights.


Adopted  by  the  Board  of  Directors  on  February  3,  2003.


                                        8

<PAGE>