Exhibit 10.2

                              BAS Consulting, Inc.



                                                                   May 16, 2003


Mrs. Jean S. Tegler
President and CEO
Poured Pleasures Wine Merchants, LLC 307 SW 10th Street
Delray Beach, FL 33444-2211

Dear Mrs. Tegler:

This letter will confirm our agreement("Agreement") that BAS Consulting  Inc.
("BASC") has been engaged to act as the  exclusive  representative  to Poured
Pleasures Wine Merchants, LLC ("Poured Pleasures" or the "Company") with respect
to the  acquisition,  by Poured  Pleasures,  of a  publicly  tradable  corporate
entity.

Scope of  Engagement

BASC  shall:

1 Identify and present to Poured  Pleasures two or three  prospective  corporate
entities, together with the history and representations about the nature of each
entity provided by the entity's current owner.

2 Recommend which entity seems most advantageous for Poured Pleasures' purpose.

3 Perform due diligence on the entity selected by Poured Pleasures. BASC shall
not be responsible for any negotiations.

Compensation

Poured Pleasures agrees to pay BASC for its services a fee of $57,500 to be paid
when the Company acquires one of the corporate entities identified by us.

Terms and Conditions

Since BASC will be acting on Poured  Pleasures'  behalf on a best effort  basis,
Poured Pleasures will indemnify and hold harmless BASC, each of its officers and
employees and its affiliates,  against  all liabilities  and reasonable expenses
incurred in connection with financial statements, brochures, statements, and any
material  furnished by you or created on your behalf,  except those  liabilities
caused by BASC's own gross negligence or willful misconduct.

All  information  exchanged  between the parties hereto that is not available in
the  public  domain  shall  be used  only  for the  purpose  of  completing  the
transaction  which is subject of this  Agreement and shall be held in confidence
by both parties.

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This ageement shall continue until terminated, with or without cause, by either
party with 10 days' written notice. In the event this relationship is terminated
and within eighteen months of such termination a transaction is closed with any
party introduced by BASC, or with any party with whom BASC has taken over
discussions, or through referral by any party introduced by or in discussions
with BASC, then the compensation described above shall prevail.

This Agreement shall be governed and construed in accordance with the laws of
the State Florida.

Please confirm that the foregoing is in accordance  with your  understanding  by
signing on behalf of Poured  Pleasures  and  returning an executed  copy of this
Agreement,  whereupon  it  shall  become  a  binding  agreement  between  Poured
Pleasures and BASC.

Very truly yours,

Accepted and Agreed

Poured Pleasures Wine Merchants, LLC

By: /s/ Jean S. Tegler                                     Date: 5-16-03
   --------------------------------------                        -------
   Mrs. Jean S. Tegler, President and CEO

BAS Consulting, Inc.

By: /s/ B. Alva Schoomer
   -------------------------------------
        B. Alva Schoomer, President