Exhibit 10.3 BAS
                               BAS Consulting, Inc.




                                                                June 2, 2003

Mr Stanley Priskie
President and CEO
EXA, Inc.
440 South Federal Highway
Suite 104
Deerfield Beach, FL 33441

Dear Mr, Priskie:

This letter will confirm our agreement ("Agreement") that BAS Consulting, Inc.
("BASC") has been engaged to act as a consultant to EXA, Inc. ("EXA" or the
"Company") with respect to assisting EXA in developing corporate strategies.

Scope of Engagement

BASC shall;

1  Assist  EXA  management  in  developing  strategies  regarding  the  role and
structure  of  EXA's  various  subsidiaries  as they  relate  to  EXA's  overall
corporate strategy of introducing timesharing to the cruise ship Industry.

2 Assist EXA in executing  the strategy  that is  developed.  This step includes
BASC recommending  procedures but not performing those procedures.

Compensation

EXA  agrees to pay BASC for its  services  a fee of  $50,000 to be paid when the
Company  completes  and  incorporates  the  strategy  developed  as part of this
engagement  and is approved  end accepted by EXA. It is agreed that the strategy
is  incorporated  at the time  that an  entity  with  which  BASC has  worked is
actively  undertaking any procedures that assist the overall corporate  strategy
of instituting timesharing to the cruise ship industry.

It is understood that if BASC is requested to perform  services  outside of this
agreement, including but not limited to acquisitions, spin-offs or sales, that a
separate fee will be negotiated therefore.

Terms and  Conditions

Since  BASC will be acting on EXA'  behalf  on a best  efforts  basis,  EXA 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 the  subject  of  this  Agreement  and  shall  be held in
confidence by both parties.

<PAGE>

This agreement shall continue until December 31, 2003 unless terminated, with or
without cause, by either party with 10 days' written notice. In the event this
relationship is terminated by EXA, BASC shall shall be entitled to recover all
out-of-pocket costs previously approved by EXA.

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 EXA and BASC.
Very truly yours,

Accepted and Agreed

FXA International, Inc.

By: /s/ Stanley Priskie                                Date: 6/2/03
   ---------------------------------------                   ------
    Mr. Stanley Priskie, President and CEO

BAS Consulting, Inc.

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