EXHIBIT 10.1               ENGAGEMENT AGREEMENT

                                                    March 1, 2000


VIA FACSIMILE
(949) 851-0159

Exodus Acquisition Corporation
19900 MacArthur Boulevard

Suite 660
Irvine, California 92612

         Re:      Engagement
                  ----------

Gentlemen:

         By this letter we intend to evidence terms under which BAC  Acquisition
Corporation  ("Client") engages Boyd & Chang, LLP (the "Firm"). Our agreement is
as follows.

(ii)              Engagement.  Client engages the Firm to provide legal services
         for Client as  requested.  The nature of the  services to  initially be
         provided are general corporate securities and related services.

(iii)             Legal  Fees.  Client  will  pay the Firm  for  legal  services
         performed at the rates set forth in Schedule "A".

         3.       Additional Support. The Firm will also provide client with all
necessary  secretarial  support and  office,  telephone,  furniture,  facsimile,
reception and  administrative  services as are necessary to operate  Client from
time to time at the flat rate of $250 per month set forth in this Agreement.

         4.       Statements.  The Firm will  send  Client a  statement  setting
forth the fees and costs  incurred by Client on a monthly  basis.  All such fees
and costs shall accrue and non-reimbursable in the form of cash.

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         5.       Results. The Firm has made no promises or guarantees to Client
concerning the outcome of the referenced  matter,  and nothing in this agreement
shall be construed as such a promise or guarantee.

         6.       Termination of Services. Our relationship shall be at will and
either the Firm or Client shall have the right to terminate this relationship at
any time with or without cause.

         7.       Arbitration.  Any dispute hereunder,  or concerning the rights
of any of the parties  hereto,  including,  but not limited to, any dispute over
the  amount  of fees or  costs  due and  owing  and  any  dispute  over  alleged
malpractice  shall be decided by  arbitration by a retired judge of the Superior
Court to be agreed upon by the parties.  Client  understands that it may well be
entitled to a jury trial as to any claim against the Firm for malpractice or for
other claims and that Client  hereby  waives any such right.  Client  represents
that it has had the  opportunity  to consult  independent  counsel of its choice
regarding  its  waiver of any right to a jury as  specified  above and as to the
other  terms of this  agreement  and has  either  done so or has  knowingly  and
willingly of its own free choice chosen not to consult such independent counsel.
If the parties  cannot  agree upon an  arbitrator,  the  presiding  judge of the
Superior Court of Orange County shall be requested to appoint a retired judge to
act in such  capacity,  upon  petition  of any  party  hereto.  In the event the
presiding  judge  fails or refuses  for thirty (30) days after a request to make
such appointment,  the court shall be petitioned to appoint a lawyer licensed to
practice in California as sole arbitrator.  Any decision or award as a result of
any arbitration  proceeding shall include the assessment of costs and reasonable
attorneys' fees to the prevailing party and shall be enforceable in any court of
law.

         8.       Entire   Agreement.   This   agreement   contains  the  entire
understanding  among the parties hereto and supersedes any prior  understandings
and agreements among us with respect to the subject matter herein.  There are no
representations,  agreements,  arrangements or understandings among the parties,
oral or written,  relating to the subject  matter of this agreement that are not
fully expressed herein. Any statements, promises or inducements, whether made by
any party or agent of any party,  that are not contained in this agreement shall
not be valid or binding. This agreement may not be enlarged, modified or altered
except by a written agreement signed by all the parties hereto.

         9.       Notice. All notices, requests, demands or other communications
necessary to be given  hereunder shall be in writing and shall be deemed to have
been  given if  delivered  via  facsimile  or if mailed by United  States  Mail,
postage  prepaid,  to the parties at the  following  addresses (or at such other
addresses as a party may notify the other party of in writing in accordance with
this section).

If to the Firm address to:          Boyd & Chang, LLP
                                    19900 MacArthur Boulevard, Suite 660
                                    Irvine, CA 92612
                                    Facsimile:        (714) 851-0159
                                    Attention:        Tim T. Chang

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If to Client address to:            Exodus Acquisition Corporation
                                    19900 MacArthur Boulevard
                                    Suite 660
                                    Irvine, CA 92612
                                    Telephone:        (949) 851-9800
                                    Facsimile:        (949) 851-0159
                                    Attention:        Patrick R. Boyd

         10.      Retention  of Client's  File.  Client is entitled to a copy of
the file materials  maintained or generated by the Firm with respect to Client's
representation  by the Firm,  except those  undisclosed  work product  materials
reflecting  the Firm's  impressions,  conclusions,  opinions,  legal research or
theories  upon  reasonable  notice  and at  Client's  expense.  Where  the  Firm
withdraws,  Client  cancels  this  agreement  and  substitutes  the  Firm out as
attorneys  of record  in any  litigation  in which  the Firm  were  representing
Client,  or upon  completion  of the work for which the Firm  were  retained  by
Client,  Client is entitled,  upon giving the Firm reasonable notice, to custody
of the original Client file and the Firm, at their expense, are entitled to keep
a copy  of any of  said  Client  file  materials  they  deem  desirable.  At the
conclusion  of the  handling  by the Firm of the matter to which this  agreement
pertains, the Firm may at any time, in the Firm's absolute discretion, store the
original file or destroy all or part of the file.

         11.      Counterparts.  This agreement may be executed in counterparts,
each of  which  may be  deemed  an  original,  and  taken  together  they  shall
constitute  one and the same  agreement.  For the  purposes of the  relationship
between  Client  and  the  Firm,  facsimiles  and  future  means  of  electronic
communication may be deemed and shall be treated as originals.

                                      * * *

         If the  foregoing is  acceptable  to you,  please sign where  indicated
below.

                                           Very truly yours,
                                           /s/Boyd & Chang, LLP
                                           --------------------
                                           BOYD & CHANG, LLP


                                           /s/Patrick R. Boyd
                                           ------------------
                                           Patrick R. Boyd
ACKNOWLEDGED AND AGREED TO
AS OF MARCH 2, 2000

EXODUS ACQUISITION CORPORATION



By: /s/Tim T. Chang
-------------------
Tim T. Chang, President

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                        SCHEDULE "A" OF SERVICES AND FEES
                        ---------------------------------

Deposit:       None
--------

                                             FEES

                                             FEES

               Senior Partner                                       $ 250

               Jr. Partner                                          $ 200

               Associate                                            $ 150

               Law Clerk                                            $  85

               Paralegal                                            $  85

               Computer Litigation
               Analyst                                              $  35







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