EXECUTIVE EMPLOYMENT AGREEMENT

AGREEMENT made the 17th day of July 2001, by and between Raquel, Inc., a
corporation with its principal office at 269 So. Beverly Dr., suite 938, Beverly
Hills, Ca. 90212 (the "Company") and Katrina Florez Fitt, whose address is 1410
Valley View Dr., Los Lunas, New Mexico 87031 (the "Executive).

      The Company and the Executive hereby agree as follows with respect to the
Executive's employment with the Company:

      1. Employment The Company shall employ the Executive and the Executive
shall be employed with the Company, on the terms and conditions hereinafter set
forth, for a period commencing the date hereof and ending July 17, 2003 (the
"Employment Agreement"), except as hereinafter provided. During her employment
hereunder, the Executive shall be the Company's Vice President. The Executive's
principal place of employment shall be Los Lunas, New Mexico.

      2. Exclusive Efforts The Executive shall devote such of her time and
efforts, skills and attention to the business and affairs of the Company as
shall be deemed necessary, shall serve the Company faithfully and competently
and shall at all times act in the Company's best interests. The services to be
rendered by Executive during the employment Period shall be the normal duties of
a person employed as a Vice President by a corporation I the Company's business,
subject at all times to the direction and control of the Company's Board of
Directors.

      3. Base Compensation

      (a) The Company shall pay to the Executive, and the Executive agrees to
accept, minimum base compensation of $48,000.00 per year. The minimum base
compensation provided for in Paragraph 3(a) may be increased, from time to time,
at the discretion of the Company's Board of Directors.

      (b) The compensation provided for in Paragraph 3(a) shall be in addition
to any pension or retirement benefits, at such time that a retirement plan
exists. The compensation provided for in Paragraph 3(a) may be increased, from
time to time, at the discretion of the Company's Board of Directors.

      (c) The Company shall renegotiate this employment agreement annually. The
renegotiation of the executive's salary shall be based strictly on the financial
position and performance of the Company at the time of negotiations.

      4. Bonus Compensation. Executive is entitled to receive a performance
bonus at year-end. The executive shall also have the option to purchase 100,000
shares of RAQL stock at $.10 upon acceptance of employment.

      5. Benefit Plans The Executive is entitled to participate in Health
Benefits under the Blue Cross Individual PPO Basic 1,000, which is limited top
medical and dental, any dependents or spousal benefits would be paid by the
executive.

      6. Business Expenses The Executive shall be reimbursed for all usual
expenses incurred on behalf of the Company, but will be limited to a monthly
budget in accordance to available company funds (which should increase as
working capital is acquired), as well as being reimbursed for auto expenses,
provided that Executive furnishes the Company with adequate documentary
evidence.

      7. Death or Disability Notwithstanding anything to the contrary contained
in paragraph 1 above if, while the Executive is employed by the Company, she
dies or suffers a physical or mental disability which prevents her, for a period
of three (3) consecutive months, from performing her duties hereunder in a
satisfactory manner, his employment shall terminate effective the date of death
or the end of such three-month period, as applicable. In the event of such
termination, the Executive's compensation and fringe benefits shall terminate on
said date.

      8. Termination

      (a) This agreement may be immediately terminated by the Company after a
set 90 day probation period, if the company is not satisfied with the
Executive's performance.,

      (b) This Agreement may be terminated at any time by either the Company,
without cause, or the executive upon thirty (30) days written notice to the
other party.

      (c) In the event of termination by the Company for cause or at the
election of the Executive, the Company shall be obligated only to continue to
pay to Executive her compensation, if any, earned up to the date of termination
under the section. In addition, Company shall pay any vested benefits, if any
owed to Executive under any plan -provided for Executive under Paragraph 5
hereof in accordance with the terms of such plan as in effect on the date of
termination of employment under Paragraph 8.


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      (d) In the event of termination by the Company with out cause, the Company
shall be obligated to continue to pay Executive her compensation earned up to
the date of termination plus continued compensation for the remainder of the
Employment Period, at the times and in the manner as if such termination had not
occurred.

      (e) For purposes of this Agreement, the term "for cause" shall have the
following meaning:

            (i) a material breach by the Executive of any provision of this
Agreement;

            (ii) performance by the Executive of any act of dishonesty in
rendering services hereunder, including falsification of records, expense
accounts and other reports;

            (iii) conviction of the Executive of any crime which constitutes
either (I) a felony offense involving violence (but not involving a motorized
vehicle) or fraud, embezzlement, theft or business activities, or (ii) a
misdemeanor involving fraud, embezzlement, or theft in the United States or
which, if it had been committed in the United States;

            (iv) violation by the Executive of any law which results in the
entry of a judgment or order enjoining or preventing the Executive from such
activities as are essential for the Executive to perform her services as
required by this Agreement; and

            (v) conduct engaged in by the Executive which is injurious (other
than an immaterial extent) to the Employer and which is either willful or
grossly negligent.

      9. Treatment and Ownership of Confidential Information

      (a) The parties hereto acknowledge that Executive shall may be making use
of, acquiring and adding to Confidential Information (as that term is defined in
Paragraph 9(b) below). Executive further acknowledges that any information and
material received by her or the company from third parties in confidence (or
subject to non-disclosure or similar covenants) shall be deemed to be and shall
be Confidential Information. Executive covenants and agrees that she shall not,
except with the prior written consent of the Company, or except if she is acting
solely for the benefit of the Company in connection with the Company's business
and in accordance with the Company's business practices and policies, at any
time, directly or indirectly, disclose, divulge, reveal, report, publish,
transfer or use, for any purposes whatsoever, any of such confidential
information which has been obtained by or disclosed to Executive, including
prior to the date of this Agreement. Disclosure of any such confidential
information of the Company shall not be prohibited if such disclosure is
directly pursuant to a valid and existing order of a court t or other
governmental body or agency within the United States; provided, however, that
(I) executive shall first have given prompt notice to the Company of any such
possible prospective order (or proceeding pursuant to which any such order may
result) and (ii) the Company shall have been afforded a reasonable opportunity
to prevent or limit any such disclosure.

      (b) For purposes of this Agreement, the term "Confidential Information"
shall mean all of the following material and information relating to the
business of the Company as conducted on the date hereto which Executive
receives, receives access to, conceives or develops or has received, received
access to, conceived or developed, in whole or in part, in connection with
Executive's employment with the Company or in the course of Executive's
employment with the company (including employment prior to the date of this
Agreement) immediately after or through the use of any of the company's
facilities or resources:

            (i) The Company's trademarks, copyrights, or other intellectual
property, software, interfaces between the Company's software and other
software, the physical appearance and architecture of all of the Company's
hardware, including terminal controllers and software packaging;

            (ii) Application, communication and other computer software,
developed for use on any operating system, all modifications, enhancements and
versions and all options available with respect thereto;

            (iii) Source and object codes, flowcharts, algorithms, coding
sheets, routines, subroutines, compilers, assemblers, designs and related
documentation an manuals;

            (iv) Mailing lists, quoting procedures, financial data, customer and
prospect names and requirements, employee and customer data and other
proprietary materials or information specifically relating to the company
business and activities and the manner in which the Company does business;

            (v) Discoveries, including, but without limitation, the nature and
results of research and development activities,m processes, formulas,


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inventions, computer related equipment or technology and techniques; and

            (vi) Any other materials or information related to the business or
activities of the Company which are not generally known to other engaged in
similar businesses or activities.

      Failure to mark any of the confidential Information as confidential,
proprietary or protected shall not affect its status as part of the Confidential
Information under the terms of this Agreement.

      For purposes of this Agreement, the term Confidential Information shall
not include Confidential Information which is or becomes publicly available
without breach of (i) this Agreement, (ii) any other agreement or instrument to
which the company is a party or a beneficiary, or (iii) any duty owed to the
Company by Executive or any third party; provided, however, that Executive
hereby acknowledges and agrees that, except, as otherwise provided in Paragraph
9(a) hereof, if Executive shall seek to discloser, divulge, reveal, report,
publish, transfer or use, for any purpose.

SIGNATURES

Agreed and Accepted on this 17th day of July, 2001

      RAQUEL, INC.


By:   /s/
      Raquel Zepeda, President

Agreed and Accepted on this 17th day of July, 2001

      KATRINA FLOREZ FITT


By:   /s/
      Katrina Florez Fitt


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