EXHIBIT 10.2

                   AGREEMENT WITH BAC CONSULTING CORPORATION

         AGREEMENT  between  BAC  CONSULTING   CORPORATION  ("BAC")  and  EXODUS
ACQUISITION CORPORATION (the "Company").

         WHEREAS the Company is a development stage company that has no specific
business  plan and  intends  to merge,  acquire  or  otherwise  combine  with an
unidentified company (the "Business Combination");

         WHEREAS  BAC is a  shareholder  of the  Company  and  desires  that the
Company locate a suitable target company for a Business Combination;

         WHEREAS the Company  desires  that BAC assist it in locating a suitable
target company for a Business Combination;

         NOW THEREFORE, it is agreed:

         1.00     ACTIONS BY BAC.  BAC agrees to assist in:

         1.01     The  preparation  and filing with the  Securities and Exchange
Commission of a registration statement on Form 10-SB for the common stock of the
Company;

         1.02     The location and review of potential  target  companies  for a
business  combination  and  the  introduction  of  potential  candidates  to the
Company;

         1.03     The  preparation  and filing with the  Securities and Exchange
Commission  of all required  filings under the  Securities  Exchange Act of 1934
until the Company enters into a business combination;

         2.00     PAYMENT OF THE COMPANY  EXPENSES.  BAC agrees to pay on behalf
of the Company all corporate, organizational and other costs incurred or accrued
by the Company until  effectiveness of a business  combination.  BAC understands
and agrees that it will not be reimbursed  for any payments made by it on behalf
of the Company.

         3.00     INDEPENDENT  CONSULTANT.  BAC is not now,  and  shall  not be,
authorized to enter into any agreements,  contracts or  understandings on behalf
of the  Company  and BAC is not,  and shall not be deemed to be, an agent of the
Company.

         4.00     USE OF OTHER CONSULTANTS.  The Company  understands and agrees
that BAC intends to work with consultants, brokers, bankers, or others to assist
it in locating business  entities  suitable for a business  combination and that
BAC may share with such consultants or others,  in its sole  discretion,  all or
any  portion  of its  stock  in the  Company  and  may  make  payments  to  such
consultants from its own resources for their services. The Company shall have no
responsibility for all or any portion of such payments.

         5.00     BAC  EXPENSES.  BAC will  bear its own  expenses  incurred  in
regard to its actions under this agreement.

         6.00     ARBITRATION.  The parties hereby agree that any and all claims
(except only for requests for  injunctive  or other  equitable  relief)  whether
existing  now,  in the past or in the  future  as to which  the  parties  or any
affiliates may be adverse parties,  and whether arising out of this agreement or
from any other  cause,  will be  resolved  by  arbitration  before the  American
Arbitration Association within the State of California.

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         7.00     COVENANT OF FURTHER ASSURANCES.  The parties agree to take any
further actions and to execute any further documents which may from time to time
be necessary or appropriate to carry out the purposes of this agreement.

         8.00     EFFECTIVE  DATE. The effective date of this agreement is as of
February 21,2000.

         IN WITNESS  WHEREOF,  the  parties  have  approved  and  executed  this
agreement.

BAC Consulting Corporation
/s/Tim C. Chang
---------------
Tim C. Chang, President

EXODUS ACQUISITION CORPORATION
/s/Tim C. Chang
---------------
Tim C. Chang, President



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