THE BAUER PARTNERSHIP, INC.

                         EXECUTIVE EMPLOYMENT AGREEMENT

     THIS EXECUTIVE  EMPLOYMENT AGREEMENT (this "Agreement") is made between The
Bauer  Partnership,  Inc., a Delaware  corporation and its affiliated  companies
(collectively  referred  to as the  "Company"),  and Ronald J. Bauer  ("Bauer").
Unless otherwise  indicated,  all references to Sections are to Sections in this
Agreement.  This Agreement is effective as of the "Effective  Date" set forth in
Section 11 below.

                              W I T N E S S E T H:

         WHEREAS, the Company desires to obtain the services of Bauer, and Bauer
desires to be employed by the Company upon the terms and conditions  hereinafter
set forth;

         NOW, THEREFORE, in consideration of the premises, the agreements herein
contained and other good and valuable consideration,  receipt of which is hereby
acknowledged, the parties hereto agree as of the date hereof as follows:

     1. Employment.  The Company hereby agrees to employ Bauer, and Bauer hereby
agrees to serve the Company, as its Chief Executive Officer ("Employment").

     2. Scope of Employment.

                  (a) During the Employment, Bauer will serve as Chief Executive
Officer and,  subject to his election in accordance  with the Company's  by-laws
and with  applicable law, as a member of the Board.  In that  connection,  Bauer
will (i) devote his full time,  attention,  and  energies to the business of the
Company and will  diligently  and to the best of his ability  perform all duties
incident to his employment  hereunder;  (ii) use his best efforts to promote the
interests  and  goodwill of the  Company;  and (iii)  perform  such other duties
commensurate  with his office as the Board of  Directors of the Company may from
time-to-time assign to him.

                  (b) Section 2(a) shall not be construed  as  preventing  Bauer
from (i) serving on corporate, civic or charitable boards or committees, or (ii)
making  investments  in other  businesses or  enterprises;  provided in no event
shall any such service, business activity or investment require the provision of
substantial  services  by  Bauer  to the  operations  or  the  affairs  of  such
businesses or enterprises such that the provision thereof would interfere in any
respect with the performance of Bauer's duties hereunder.
<PAGE>

     3. Compensation and Benefits During Employment.  During the Employment, the
Company shall provide compensation to Bauer as follows.

          (a) The  Company  shall  pay  Bauer  GBP  $10,000  per  month in equal
     semi-monthly  installments,  without  deduction for taxes as Bauer shall be
     responsible for the payment of any and all taxes required by law.

          (b) The  Company  shall pay Bauer GBP $3,500 per month for a residence
     in London, England.

          (c) The  Company  shall  pay  Bauer  GBP  $3,500  per  month for a car
     allowance, car insurance and gas.

          (d) The Company will reimburse Bauer for reasonable  business expenses
     incurred by Bauer in connection  with the Employment in accordance with the
     Company's then-current policies.

          (d) Bauer will be entitled to participate in any incentive  program or
     bonus program of the Company which may be implemented in the future.

          (e) The Company shall pay for Bauer's and Bauer's wife, if any,  major
     medical and dental coverage throughout the term of this Agreement.

          (f) Bauer  shall have the right to be paid  directly by the Company or
     to bill the Company to pay the expenses directly.

     Any act,  or  failure to act,  based upon  authority  given  pursuant  to a
resolution duly adopted by the Board or based upon the advice of counsel for the
Company  shall be  conclusively  presumed to be done,  or omitted to be done, by
Bauer in good faith and in the best  interests of the Company and thus shall not
be deemed grounds for termination for Cause.

4.   Confidential Information.

     (a) Bauer  acknowledges  that the law provides the Company with  protection
for its trade  secrets and  confidential  information.  Bauer will not disclose,
directly or indirectly,  any of the Company's  confidential business information
or confidential  technical  information to anyone without authorization from the
Company's  management.  Bauer  will  not use any of the  Company's  confidential
business  information or confidential  technical  information in any way, either
during or after the  Employment  with the  Company,  except as  required  in the
course of the Employment.

     (b)  Bauer  will  strictly  adhere to any  obligations  that may be owed to
former  employers  insofar as Bauer's use or  disclosure  of their  confidential
information is concerned.

     (c)  Information  will not be deemed part of the  confidential  information
restricted by this Section 4 if Bauer can show that: (i) the  information was in
Bauer's  possession or within Bauer's  knowledge before the Company disclosed it
to Bauer;  or (ii) the  information  was or became  generally known to those who
could take  economic  advantage of it; or (iii) Bauer  obtained the  information
from a party having the right to disclose it to Bauer  without  violation of any
obligation to the Company, or (iv) Bauer is required to disclose the information
pursuant to legal process (e.g.,  a subpoena),  provided that Bauer notifies the
Company  immediately  upon  receiving or becoming  aware of the legal process in
question.  No combination of information  will be deemed to be within any of the
four exceptions in the previous sentence,  however, whether or not the component
parts  of  the  combination  are  within  one or  more  exceptions,  unless  the
combination  itself and its  economic  value and  principles  of  operation  are
themselves within such an exception.
<PAGE>

     (d) All  originals  and all copies of any  drawings,  blueprints,  manuals,
reports, computer programs or data, notebooks, notes, photographs, and all other
recorded,  written,  or  printed  matter  relating  to  research,  manufacturing
operations,  or  business of the  Company  made or received by Bauer  during the
Employment are the property of the Company.  Upon termination of the Employment,
whether or not for Cause,  Bauer will  immediately  deliver to the  Company  all
property of the Company which may still be in Bauer's possession. Bauer will not
remove or assist in removing such property from the Company's premises under any
circumstances, either during the Employment or after termination thereof, except
as authorized by the Company's management.

     (e) For a period of six (6)  months  after the date of  termination  of the
Employment,  Bauer will not,  either  directly or indirectly,  hire or employ or
offer or  participate  in offering  employment  to any person who at the time of
such  termination  or at any time  during such year  following  the time of such
termination  was an employee of the Company without the prior written consent of
the Company.

     5.  Ownership of  Intellectual  Property.  The following  provisions  apply
except to the extent expressly stated otherwise in Schedule 1.

     (a) The Company will be the sole owner of any and all of Bauer's Inventions
that are related to the Company's business, as defined in more detail below.

     (b) For  purposes of this  Agreement,  "Inventions"  means all  inventions,
discoveries,  and improvements (including,  without limitation,  any information
relating to  manufacturing  techniques,  processes,  formulas,  developments  or
experimental work, work in progress, or business trade secrets),  along with any
and all other work product relating thereto.

     (c) An Invention is "related to the Company's  business"  ("Company-Related
Invention") if it is made, conceived,  or reduced to practice by Bauer (in whole
or in part,  either alone or jointly with others,  whether or not during regular
working hours),  whether or not potentially  patentable or  copyrightable in the
U.S. or elsewhere, and it either: (i) involves equipment,  supplies, facilities,
or trade secret  information  of the Company;  (ii)  involves the time for which
Bauer was or is to be compensated by the Company;  (iii) relates to the business
of the  Company  or to its  actual  or  demonstrably  anticipated  research  and
development;  or (iv) results, in whole or in part, from work performed by Bauer
for the Company.

     (d) Bauer will promptly disclose to the Company, or its nominee(s), without
additional compensation, all Company-Related Inventions.

     (e) Bauer will assist the Company,  at the Company's expense, in protecting
any intellectual property rights that may be available anywhere in the world for
such  Company-Related  Inventions,  including  signing  U.S.  or foreign  patent
applications,  oaths or declarations  relating to such patent applications,  and
similar documents.

     (f) To the extent that any  Company-Related  Invention  is  eligible  under
applicable  law to be deemed a "work  made for hire," or  otherwise  to be owned
automatically  by the  Company,  it will be deemed as such,  without  additional
compensation to Bauer. In some jurisdictions,  Bauer may have a right, title, or
interest ("Right,"  including without limitation all right,  title, and interest
arising under patent law,  copyright law,  trade-secret law,  semiconductor chip
protection law, or otherwise,  anywhere in the world, including the right to sue
for present or past  infringement)  in certain  Company-related  Inventions that
cannot be  automatically  owned by the Company.  In that case, if applicable law
permits Bauer to assign Bauer's Right(s) in future Company-Related Inventions at
this time,  then Bauer hereby  assigns any and all such Right(s) to the Company,
without  additional  compensation  to Bauer; if not, then Bauer agrees to assign
any and all such Right(s) in any such future  Company-Related  Inventions to the
Company or its  nominee(s)  upon request,  without  additional  compensation  to
Bauer.
<PAGE>

     (g) To the extent  that  Bauer  retains  any  so-called  "moral  rights" or
similar  rights  in a  Company-Related  Invention  as a  matter  of  law,  Bauer
authorizes  the  Company or its  designee  to make any changes it desires to any
part of that  Company-Related  Invention;  to  combine  any such part with other
materials;  and to withhold  Bauer's  identity in  connection  with any business
operations  relating  to that  Company-Related  Invention;  in any case  without
additional compensation to Bauer.

     6.  Noncompetition.  As a  condition  to,  and  in  consideration  of,  the
Company's  entering  into this  Agreement,  and giving  Bauer  access to certain
confidential and proprietary information,  which Bauer recognizes is valuable to
the Company  and,  therefore,  its  protection  and  maintenance  constitutes  a
legitimate  interest to be  protected  by the  provisions  of this  Section 6 as
applied to Bauer and other employees  similarly  situated to Bauer, Bauer hereby
agrees as follows:

     (a) Bauer  acknowledges that the obligations of this Agreement are directly
related to the Employment and are necessary to protect the Company's  legitimate
business interests. Bauer acknowledges that the Company's need for the covenants
set forth in this Agreement is based on the following: (i) the substantial time,
money and effort  expended  and to be  expended  by the  Company  in  developing
technical  designs,  computer program source codes,  marketing plans and similar
confidential information;  (ii) the fact that Bauer will be personally entrusted
with the Company's  confidential  and  proprietary  information;  (iii) the fact
that,  after having access to the Company's  technology  and other  confidential
information, Bauer could become a competitor of the Company; and (iv) the highly
competitive  nature  of the  Company's  industry,  including  the  premium  that
competitors  of the  Company  place on  acquiring  proprietary  and  competitive
information.

     (b) Notwithstanding the foregoing, Bauer may acquire an ownership interest,
directly or indirectly, of not more than 5% of the outstanding securities of any
corporation  which is engaged in a business  competitive  with the  Company  and
which is listed on any recognized  securities exchange or traded in the over the
counter  market in the United  States;  provided,  that such  investment is of a
totally  passive  nature  and  does  not  involve  Bauer  devoting  time  to the
management or operations of such corporation.

     7. Legal Fees and  Expenses.  In the event of a  lawsuit,  arbitration,  or
other dispute-resolution proceeding between the Company and Bauer arising out of
or relating to this  Agreement,  the  prevailing  party,  in the proceeding as a
whole and/or in any interim or ancillary  proceedings  (e.g.,  opposed  motions,
including  without  limitation  motions for preliminary or temporary  injunctive
relief) will be entitled to recover its reasonable  attorneys' fees and expenses
unless the court or other forum  determines that such a recovery would not serve
the interests of justice.
<PAGE>

     8. Successors.

     (a) This  Agreement  shall inure to the benefit of and be binding  upon (i)
the Company and its  successors and assigns and (ii) Bauer and Bauer's heirs and
legal  representatives,  except that Bauer's duties and  responsibilities  under
this Agreement are of a personal  nature and will not be assignable or delegable
in whole or in part.

     (b) the Company will require any successor (whether direct or indirect,  by
purchase, merger, consolidation or otherwise) to all or substantially all of the
business  and/or assets of the Company to assume  expressly and agree to perform
this  Agreement in the same manner and to the same extent that the Company would
be required to perform it if no such succession had taken place. As used in this
Agreement,  "the Company" shall mean the Company as hereinbefore defined and any
successor to its business and/or assets as aforesaid which assumes and agrees to
perform this Agreement by operation of law, or otherwise.

     9. Arbitration.

     (a) Except as set forth in paragraph (b) of this Section 9 or to the extent
prohibited by applicable  law, any dispute,  controversy or claim arising out of
or relating to this Agreement will be submitted to binding  arbitration before a
single  arbitrator in accordance  with the National  Rules for the Resolution of
Employment  Disputes of the American  Arbitration  Association  in effect on the
date of the demand for  arbitration.  The arbitration  shall take place before a
single  arbitrator,  who will preferably but not necessarily be a lawyer but who
shall  have at least five  years'  experience  in  working  in or with  computer
software  companies.  Unless  otherwise  agreed by the parties,  the arbitration
shall take place in the city in which Bauer's  principal office space is located
at the time of the  dispute  or was  located at the time of  termination  of the
Employment  (if  applicable).  The  arbitrator  is hereby  directed  to take all
reasonable  measures not inconsistent with the interests of justice to expedite,
and minimize the cost of, the arbitration proceedings.

     (b)  To  protect   Inventions,   trade  secrets,   or  other   confidential
information,  and/or to enforce the noncompetition  provisions of Section 5, the
Company may seek temporary, preliminary, and/or permanent injunctive relief in a
court of  competent  jurisdiction,  in each case,  without  waiving its right to
arbitration.

     (c) At the request of either  party,  the  arbitrator  may take any interim
measures s/he deems necessary with respect to the subject matter of the dispute,
including  measures for the  preservation of  confidentiality  set forth in this
Agreement.

     (d) Judgment upon the award  rendered by the  arbitrator  may be entered in
any court having jurisdiction.
<PAGE>

     10. Indemnification.

     (a) Company  shall to the full extent  permitted  by law or as set forth in
the Articles of Incorporation,  and any future amendments, and the Bylaws of the
Company,  indemnify, defend and hold harmless Bauer from and against any and all
claims,   demands,   liabilities,   damages,   losses  and  expenses  (including
attorney's,  court costs and  disbursements)  arising out of the  performance of
duties hereunder except in the case of willful misconduct.

     (b) Bauer shall  indemnify  the Company  with respect to the payment of any
and all taxes owed under this Agreement.

     11. Other Provisions.

     (a) All notices and  statements  with respect to this  Agreement must be in
writing.  Notices to the Company shall be delivered to the Chairman of the Board
or any vice president of the Company. Notices to Bauer may be delivered to Bauer
in person or sent to  Bauer's  then-current  home  address as  indicated  in the
Company's records.

     (b)  This  Agreement  sets  forth  the  entire  agreement  of  the  parties
concerning the subjects covered herein;  there are no promises,  understandings,
representations,  or warranties of any kind concerning  those subjects except as
expressly set forth in this Agreement.

     (c) Any modification of this Agreement must be in writing and signed by all
parties;  any  attempt  to modify  this  Agreement,  orally or in  writing,  not
executed by all parties will be void.

     (d) If any provision of this  Agreement,  or its  application  to anyone or
under any  circumstances,  is adjudicated to be invalid or  unenforceable in any
jurisdiction,  such  invalidity  or  unenforceability  will not affect any other
provision or application of this Agreement which can be given effect without the
invalid or  unenforceable  provision or  application  and will not invalidate or
render unenforceable such provision or application in any other jurisdiction.

     (e) This Agreement will be governed and  interpreted  under the laws of the
United  States of America and of the State of Texas law as applied to  contracts
made and carried out in Texas by residents of Texas.

     (f) No failure on the part of any party to enforce any  provisions  of this
Agreement will act as a waiver of the right to enforce that provision.

     (g)  Termination  of Bauer's  employment  by the  Company,  with or without
cause, will not affect the continued  enforceability of this Agreement and Bauer
shall be entitled to receive as severance  pay, an amount equal to the remainder
of Bauer's salary (GBP $10,000 per month), car allowance (GBP $3,500 per month),
and  residence  allowance  (GBP  $3,500  per month)  for the  remainder  of this
Agreement at such time as this Agreement is terminated, and Bauer shall have the
rights to all  Options,  vested or not  vested,  under the same terms as if this
Agreement had not terminated.
<PAGE>

     (h) Section headings are for convenience only and shall not define or limit
the provisions of this Agreement.

     (i) This Agreement may be executed in several  counterparts,  each of which
is an original.  It shall not be necessary in making proof of this  Agreement or
any counterpart hereof to produce or account for any of the other  counterparts.
A copy of this Agreement signed by one party and Faxed to another party shall be
deemed to have been  executed and  delivered  by the signing  party as though an
original.  A photocopy of this  Agreement  shall be effective as an original for
all purposes.



Effective Date                                       April 2, 2001

Term                                                 Two years

Office / Position                                    Chief Executive Officer

Initial Salary                                       GBP $10,000 per month

         This Agreement  contains  provisions  requiring binding  arbitration of
disputes.  By signing this Agreement,  Bauer acknowledges that he or she (i) has
read and understood the entire  Agreement;  (ii) has received a copy of it (iii)
has had the  opportunity to ask questions and consult  counsel or other advisors
about its terms; and (iv) agrees to be bound by it.

Executed to be effective as of the Effective Date.

The Bauer Partnership, Inc., by:                                Employee:



-----------------------------                    -----------------------------
Signature                                        Signature

Wayne Barrington Daley
Printed name

------------------------------
Title