SHARE PURCHASE AGREEMENT

     This Share Purchase Agreement ("Agreement"),  dated as of January 17, 2005,
between Luigi Federico and Paul Ng and Bayview Management LLC. (the "Buyer") and
Bayview Corporation (BV).


                              W I T N E S S E T H:


A.       WHEREAS, Sellers are the principal shareholders of BV.

B.       WHEREAS, Buyer wishes to  purchase an aggregate  of 1,050,000 shares of
common stock of Bayview (BV) from Sellers (the "Purchase Shares"),  after all of
the  conditions  under this contract have been  performed and Sellers  desire to
sell the Purchase Shares to Buyer pursuant to this agreement.

C.       WHEREAS, prior to the transaction Buyer is not an affiliate of BV.

D.       Bayview  Corporation  is   joining  this   Agreement  to  make  certain
warranties and representations.

         NOW, THEREFORE, it is agreed among the parties as follows:

                                   ARTICLE I

                                The Consideration

     1.1 Subject to the conditions set forth herein, Sellers shall sell to Buyer
and Buyer shall purchase  1,050,000  common shares of Bayview  Corporation.  The
aggregate  purchase  price  for the  shares  to be paid by Buyer to  Sellers  is
$725,000  (the  "Consideration")  of which  $725,000  is  herewith  paid as full
consideration  for the  purchase  of  Sellers  shares  if all of the  terms  and
conditions of this Agreement are met.

                                   ARTICLE II

                         Closing and Issuance of Shares

     2.1 The  Sellers  shares  (1,050,000)  shall be  delivered  to  Buyer  upon
delivery of the cash purchase consideration of $725,000 to Sellers.

     2.2  Closing  hereunder  shall  be  completed  upon  delivery  of the  cash
consideration, and share certificates on or before January 15, 2005 at 5:00 p.m.
MDT ("Closing  Date")  subject to  satisfaction  of the terms and conditions set
forth herein.


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                                  ARTICLE III

  Representations, Warranties and Covenants of Sellers and Bayview Corporation

     Sellers and BV hereby represent, warrant and covenant to Buyer as follows:

     3.1 Bayview  Corporation  (BV) is a  corporation  duly  organized,  validly
existing and in good standing under the laws of the State of Nevada, and has the
corporate  power  and  authority   carry  on  its  business.   The  Articles  of
Incorporation  and Amendments and Bylaws of BV, which will be delivered to Buyer
at closing,  are complete and  accurate,  and the minute books of BV,  copies of
which have also been delivered to Buyer, contain a record, which is complete and
accurate in all material respects, of all meetings, and all corporate actions of
the shareholders and Board of Directors of BV.

     3.2 The authorized  capital stock of BV consists of  100,000,000  shares of
common stock and  10,000,000  shares of  Preferred  Stock.  There are  3,272,500
shares of Common Stock of BV issued and outstanding as of date hereof. No shares
of Preferred Stock are  outstanding.  All such shares of capital stock of BV are
validly issued, fully paid, non-assessable and free of preemptive rights. BV has
no outstanding  warrants, or other rights to purchase, or subscribe to, or other
securities  convertible  into or exchangeable for any shares of capital stock of
BV, or contracts or arrangements  of any kind relating to the issuance,  sale or
transfer of any capital stock or other equity securities of BV.

     3.3 This Agreement has been duly authorized, validly executed and delivered
on behalf of BV and Sellers and is a valid and binding  agreement and obligation
of BV and Sellers  enforceable against the parties in accordance with its terms,
subject to limitations  on  enforcement  by general  principles of equity and by
bankruptcy  or  other  laws  affecting  the  enforcement  of  creditors'  rights
generally, BV and Sellers have complete and unrestricted power to enter into and
to consummate the transactions contemplated by this Agreement.

     3.4 Neither the making of nor the compliance  with the terms and provisions
of this Agreement and  consummation of the transactions  contemplated  herein by
Sellers  and BV will  conflict  with or result in a breach or  violation  of the
Articles of Incorporation or Bylaws of BV, or of any material  provisions of any
indenture,  mortgage, deed of trust or other material agreement or instrument to
which  Sellers  or BV is a  party,  or of any  material  provision  of any  law,
statute, rule, regulation,  or any existing applicable decree, judgment or order
by any court, federal or state regulatory body,  administrative agency, or other
governmental body having jurisdiction over BV or Sellers, or any of its material
properties  or assets,  or will  result in the  creation  or  imposition  of any
material lien,  charge or encumbrance upon any material property or assets of BV
pursuant to the terms of any  agreement or  instrument to which BV is a party or
by which BV may be bound or to which any of BV  property is subject and no event
has occurred with which lapse of time or action by a third party could result in
a material breach or violation of or default by Sellers or BV.

     3.5   There  is  no  claim,   legal   action,   arbitration,   governmental
investigation or other legal or administrative proceeding, nor any order, decree
or judgment in progress, pending or in effect, or to the best knowledge of BV or


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Sellers  threatened  against or relating to BV or  affecting  any of its assets,
properties,  business or capital stock. There is no continuing order, injunction
or decree of any court,  arbitrator or  governmental  authority to which BV is a
party or by which BV or its assets,  properties,  business or capital  stock are
bound.

     3.6 BV has accurately  prepared and filed all federal,  state and other tax
returns  required by law,  domestic and  foreign,  to be filed by it through its
fiscal  2003 year and has paid or made  provisions  for the payment of all taxes
shown to be due and all additional  assessments,  and adequate  provisions  have
been and are reflected in the  financial  statements of BV for all current taxes
and other  charges to which BV is subject  and which are not  currently  due and
payable.  None of the Federal  income tax returns of BV have been audited by the
Internal Revenue Service or other foreign  governmental tax agency.  Sellers has
no  knowledge of any  additional  assessments,  adjustments  or  contingent  tax
liability  (whether  federal or state) pending or threatened  against BV for any
period, nor of any basis for any such assessment, adjustment or contingency.

     3.7 BV has delivered to Buyer unaudited financial statements for the period
ended  September 30, 2004.  All such  statements,  herein  sometimes  called "BV
Financial  Statements"  are complete and correct in all material  respects  and,
together  with the  notes to these  financial  statements,  present  fairly  the
financial  position and results of  operations  of BV for the periods  indicated
within the knowledge of BV. All financial statements of BV have been prepared in
accordance with generally accepted accounting principles.

     3.8 As of the date hereof,  BV and Sellers,  represent and warrant that all
outstanding  indebtedness of BV is as shown on the financial statements attached
hereto (the updated  statements)  as of September 30, 2004. Any and all accruals
to  officers  and  directors  shall be waived and  released  by each  officer or
director, in writing at closing.

     3.9 Since the dates of the updated BV Financial Statements,  there have not
been any material  adverse  changes in the business or  condition,  financial or
otherwise,  of BV within the  knowledge  of BV or Sellers.  BV does not have any
liabilities, commitments or obligations, secured or unsecured except as shown on
updated financials  (whether accrued,  absolute,  contingent or otherwise),  and
except  for  accruals,  for  legal  fees,  consulting  fees  and  costs  of this
transaction.

     3.10 BV is not a party to any contract performable in the future.

     3.11 The representations and warranties of Sellers and BV shall be true and
correct as of the date hereof and closing date.

     3.12  Sellers and BV will deliver to Buyer,  all of BV corporate  books and
records, and will turn over all original corporate records at closing.

     3.13 BV has no employee benefit plan in effect at this time.

     3.14 No  representation or warranty by the Sellers or BV in this Agreement,
or any certificate  delivered pursuant hereto contains any untrue statement of a
material  fact or  omits to state  any  material  fact  necessary  to make  such
representation or warranty not misleading.


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         3.15 Buyer has received copies of Form SB-2 as filed with the
Securities and Exchange Commission ("SEC") which included audits for the year
ended December 31, 2003 and each of its other reports to shareholders filed with
the SEC through the period of September 30, 2004. BV is a registered company
under the Securities Exchange Act of 1934, as amended and is current in its
filings, or, is a reporting company under Section 15D of the Securities Exchange
Act.

     3.16  Sellers  and BV have not made to Buyer any  general  solicitation  or
general advertising regarding the shares of common stock.

     3.17 BV has  incurred  no  liabilities  except  as shown  on the  financial
statements  or  referenced  in 3.8  hereof  and fees in  conjunction  with  this
transaction,  which fees incurred in conjunction with this transaction  shall be
paid at closing from Sellers proceeds.

                                   ARTICLE IV

                              Procedure for Closing


     4.1 At the Closing Date, the purchase and sale shall be  consummated  after
satisfaction  of all  conditions  precedent  set forth in Article V and VIII, by
Sellers's  stock  certificates  for the Purchase  Shares being  delivered,  duly
signed by Sellers and medallion guaranteed for 1,050,000 shares of common stock,
to Buyer,  upon receipt of the  Consideration  for the share purchase,  together
with  issuance or  delivery  of all other  items,  agreements,  warranties,  and
representations set forth in this Agreement.


                                    ARTICLE V

                           Conditions Precedent to the
                          Consummation of the Purchase

     The following are conditions precedent to the consummation of the Agreement
on or before the Closing Date:

     5.1  Sellers  and BV shall  have  performed  and  complied  with all of its
respective  obligations  hereunder which are to be complied with or performed on
or before the Closing Date.

     5.2 No action,  suit or proceeding shall have been instituted or shall have
been  threatened  before any court or other  governmental  body or by any public
authority to restrain,  enjoin or prohibit the transactions contemplated herein,
or which might  subject any of the  parties or BV hereto or their  directors  or
officers to any material liability,  fine,  forfeiture or penalty on the grounds
that the transactions contemplated hereby, the parties hereto or their directors
or officers,  have violated any  applicable  law or regulation or have otherwise
acted improperly in connection with the transactions  contemplated  hereby,  and
the parties  hereto have been  advised by counsel  that,  in the opinion of such


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counsel,  such action, suit or proceeding raises substantial questions of law or
fact which could  reasonably  be decided  adversely  to any party  hereto or its
directors or officers.

     5.3 The  representations  and  warranties  made by  Sellers  and BV in this
Agreement shall be true as though such  representations  and warranties had been
made or given on and as of the  Closing  Date,  except to the  extent  that such
representations  and  warranties  may be  untrue on and as of the  Closing  Date
because of changes  caused by  transactions  suggested or approved in writing by
the Buyer.


                                   ARTICLE VI

                           Termination and Abandonment

         6.1 Anything contained in this Agreement to the contrary
notwithstanding, the Agreement may be terminated and abandoned at any time prior
to or on the Closing Date:

         (a)   By mutual consent of parties;

         (b)   By either  party,  if any condition set forth in Article V or any
               other Article relating to the other party has not been met or has
               not been waived;

         (c)   By  Buyer,  if any suit,  action,  or other  proceeding  shall be
               pending or threatened by the federal or a state government before
               any  court or  governmental  agency,  in which  it is  sought  to
               restrain,  prohibit,  or otherwise affect the consummation of the
               transactions contemplated hereby;

         (d)   By Buyer, if there is discovered any material error, misstatement
               or  omission in the  representations  and  warranties  of another
               party;

         (e)   By Sellers, if the Closing does not occur,  through no failure to
               act by Sellers, on closing date, or if Buyer fails to deliver the
               consideration required herein;

         (f)   If  all of the  outstanding  liabilities  cannot  be  settled  at
               closing;

         6.2 Any of the terms or conditions of this Agreement may be waived at
any time by the party which is entitled to the benefit thereof.

                                   ARTICLE VII

                         Continuing Representations and
                            Warranties and Covenants

     7.1  The  respective  representations,  warranties,  and  covenants  of the
parties  hereto and  agreements  of the parties  hereto shall  survive after the
closing under this  Agreement for a period of two years  hereafter in accordance
with the terms thereof.


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                                  ARTICLE VIII

                                  Miscellaneous

     8.1 This Agreement  embodies the entire agreement between the parties,  and
there have been and are no agreements,  representations  or warranties among the
parties other than those set forth herein or those provided for herein.

     8.2  To  facilitate  the  execution  of  this  Agreement,   any  number  of
counterparts  hereof may be executed,  and each such counterpart shall be deemed
to  be  an  original  instrument,  but  all  such  counterparts  together  shall
constitute but one instrument.

     8.3 All parties to this  Agreement  agree that if it becomes  necessary  or
desirable to execute further instruments or to make such other assurances as are
deemed  necessary,  the party  requested  to do so will use its best  efforts to
provide such executed  instruments or do all things necessary or proper to carry
out the purpose of this Agreement.

     8.4 This  Agreement  may not be amended  except by written  consent of both
parties.

     8.5 Any notices,  requests,  or other communications  required or permitted
hereunder shall be delivered  personally or sent by overnight  courier  service,
prepaid, addressed as follows:

To Sellers:       Luigi Federico

                  Paul Ng


To Buyer:         Bayview Investments, LLC
                  7400 E. Orchard Rd., Ste 290
                  Greenwood Village, CO 80111


or such other  addresses as shall be furnished in writing by any party,  and any
such notice or  communication  shall be deemed to have been given as of the date
received.

     8.6 No press  release or public  statement  will be issued  relating to the
transactions  contemplated by this Agreement without prior approval of the Buyer
and Sellers. However, BV may issue at any time any press release or other public
statement  it believes on the advice of its counsel it is  obligated to issue to
avoid  liability  under the law relating to  disclosures,  but the party issuing
such press release or public  statement  shall make a reasonable  effort to give
the other party prior notice of and  opportunity  to participate in such release
or statement.

     8.7 This  Agreement  shall be governed by and construed in accordance  with
and  enforced  under  the  laws  of the  state  of  Colorado  applicable  to all
agreements  made  hereunder.  Venue  and  jurisdiction  for  any  legal  actions
hereunder shall be District Court in and for Jefferson County, Colorado.


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         8.8 In the event of a breach or default of this Agreement or any of the
continuing covenants hereunder which results in a party or any effected
shareholder who is a beneficiary of a surviving or continuing covenant,
commencing legal action, the prevailing party in such legal action shall be
entitled to an award of all legal fees and costs of the action, against the
non-prevailing party.

     8.9 Buyers shall  designate a person to be appointed at closing as CEO/CFO,
effective at closing.

     8.12 Concurrent with the consummation hereof, Sellers shall cause the Board
of BV to appoint two new directors,  of Buyer's  choice,  and Luigi Federico and
Paul Ng shall resign  effective 10 days after mailing of Notice to  Shareholders
on Form 14f pursuant to the Securities & Exchange Act of 1934.




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     IN WITNESS WHEREOF,  the parties have executed this Agreement this 17th day
of January, 2005.

BAYVIEW CORPORATION                        LUIGI FEDERICO



By: /s/ Greg Yanke                         By: /s/ Greg Yanke
    -----------------------                    -----------------------
    Greg Yanke as agent for                    Greg Yanke as agent for
    Luigi Federico, director                   Luigi Federico


BUYER:                                     PAUL NG

BAYVIEW MANAGEMENT LLC

By: /s/ David Kittrell                     /s/ Greg Yanke
    ------------------------               ---------------------------
                                           Greg Yanke as agent for
                                           Paul Ng


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