LOAN AGREEMENT

     LOAN AGREEMENT, dated as of March__, 2002 (this "Agreement"),  by and among
The Bauer  Partnership  Inc.,  a Nevada  corporation  with an address at 8 Queen
Street,  Mayfair,  London  W1J  5PD,  United  Kingdom  (the  "Borrower"),  Ocean
Strategic Holdings Ltd., a Guernsey  corporation with its administrative  office
at 11 Bath St., St.  Helier JE4 OYZ Jersey  ("Ocean"),  and Turbo  International
Ltd., a corporation  organized under the laws of the Bahamas with its registered
offices at Shirley House, 50 Shirley Street,  P.O. Box N-7755,  Nassau,  Bahamas
("Turbo").  Ocean and Turbo are each also individually referred to herein as the
"Lender" and collectively as the "Lenders."

         WHEREAS, the Lenders have agreed to make a loan to the Borrower and the
Borrower  has agreed to borrow  from the Lenders  the  aggregate  amount of Five
Hundred  Thousand and no/100 U.S.  Dollars  ($500,000.00)  (the "Loan"),  ninety
percent  (90%) of which shall be loaned by Ocean and ten percent  (10%) of which
shall be loaned by Turbo,  in accordance with the terms and conditions set forth
herein and in the secured convertible  promissory note issued to Ocean,  annexed
hereto and made a part hereof as Exhibit A (the "Ocean  Note"),  and the secured
convertible  promissory  note  issued to Turbo,  annexed  hereto and made a part
hereof as Exhibit B (the "Turbo  Note"),  (the Ocean Note and the Turbo Note are
each also individually  referred to herein as the "Note" and collectively as the
"Notes");

         WHEREAS, in consideration for the Loan, the Borrower shall (a) cause to
be transferred to the Lenders,  in proportion to their respective  percentage of
the Loan,  good and  marketable  title to ten  percent  (10%) of the  issued and
outstanding  shares of the capital stock of The Bauer Windjammer  Resort and Spa
(Bahamas) Ltd.,  ("Windjammer"),  a corporation  organized under the laws of the
Bahamas and a wholly-owned  subsidiary of The Bauer Capital  Management  Limited
("BCM"),  a corporation  organized  under the laws of the British Virgin Islands
and a  wholly-owned  subsidiary  of the  Borrower;  and (b)  issue a  redeemable
Warrant to each of the Lenders and/or their  respective  assigns to acquire,  in
proportion to their respective percentage of the Loan, an aggregate of 3,000,000
shares,  subject to adjustment as provided in this Agreement and in the Warrants
(the "Warrant  Shares"),  of the common stock, par value $.001 per share, of the
Borrower (the "Common  Stock") at an exercise price of $.20 per share during the
three year period commencing on the date hereof; and

         WHEREAS,  the security for the Notes shall be 17,312,500  shares of the
Common  Stock,  pursuant  to a pledge  and  security  agreement  dated even date
herewith  among the Lenders and Fleming  Financial  Holdings Ltd., a corporation
organized under the laws of Belize  ("Fleming"),  annexed hereto and made a part
hereof as Exhibit C (the "Security Agreement");

         NOW, THEREFORE,  in consideration of the premises, the mutual covenants
and conditions set forth herein and other good and valuable  consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  the parties hereby
agree as follows:

SECTION 1. THE LOAN Subject to the terms and conditions of this  Agreement,  the
Lenders agree to loan to the Borrower and the Borrower agrees to borrow from the
Lenders the aggregate  principal amount of Five Hundred Thousand and no/100 U.S.
Dollars ($500,000.00) to be distributed to the Borrower as set forth on Schedule
1 annexed hereto and made a part hereof,  ninety percent (90%) of which shall be
loaned by Ocean and ten percent (10%) of which shall be loaned by Turbo, due and
payable in full ninety (90) days from the date hereof (the "Maturity Date"). The
date on which the Loan is  disbursed to the  Borrower is  hereinafter  sometimes
referred to as the Closing Date.
<PAGE>

SECTION 2. NOTE;  PAYMENTS The Loan shall be evidenced by the Notes and shall be
due and payable in full on the Maturity Date. Payment on the Notes shall be made
to the Lenders at their  respective  addresses set forth in Section 10.7 or such
other address as either Lender shall designate in writing.

SECTION 3.  CONVERSION

3.1 If the Loan shall have not been repaid in its entirety  within 120 days from
the date hereof,  then the Ocean Note and the Turbo Note shall  automatically be
converted into 45,000,000 and 5,000,000,  respectively,  duly issued, fully paid
and  nonassessable  shares  of  the  Common  Stock,  (individually,  the  "Ocean
Conversion  Shares"  and the  "Turbo  Conversion  Shares,  "  respectively,  and
collectively, the "Conversion Shares") and the Notes shall be cancelled.

3.2 The Borrower shall deliver  certificates  representing the Conversion Shares
to Kaplan Gottbetter & Levenson, LLP, 630 Third Avenue, New York, New York 10017
("KGL") to be held by KGL as escrow agent (the "Escrow  Agent")  pursuant to the
terms and  conditions  of the escrow  agreement  annexed  hereto and made a part
hereof as Exhibit D (the "Escrow Agreement").  The certificates representing the
Conversion  Shares  shall be  registered  in the names of Ocean and Turbo in the
denominations set forth in Schedule 3.2 annexed hereto.

3.3 Upon  conversion  pursuant to Section 3.1, the Lenders  shall  surrender the
Notes to the  Escrow  Agent  together  with the Notice of  Automatic  Conversion
annexed as Appendix I to the Conversion and Exercise  procedures annexed here to
and made a part  hereof as  Exhibit J and the Escrow  Agent  shall  within  five
business days after its receipt of the Notes,  deliver the Conversion  Shares to
the Lenders and the cancelled Notes to the Borrower.

3.4 The Conversion  Shares shall have the  registration  rights set forth in the
registration rights agreement annexed hereto and made a part hereof as Exhibit E
(the "Registration Rights Agreement").

3.5 The  Borrower  shall pay all  expenses,  issuance  taxes  and other  charges
payable for the preparation, execution and delivery of certificates representing
the Conversion Shares to be issued in connection with conversion of the Notes.

3.6 If the Loan shall have been repaid in its entirety  within 120 days from the
date hereof,  the Notes shall be cancelled and the Lenders  shall  surrender the
Notes to the Escrow Agent and the Escrow Agent shall within five  business  days
after its receipt of the Notes,  deliver the cancelled  Notes and the Conversion
Shares to the Borrower.
<PAGE>

SECTION 4. CONDITIONS  PRECEDENT TO THE LOAN The  disbursement of the Loan shall
be  subject  to the  satisfaction  or waiver  by the  Lenders  of the  following
conditions precedent:

4.1.  The Lenders shall have received their respective Notes, duly executed and
delivered by the Borrower.

4.2.  The  Lenders  shall  have  received  certificates  representing  good  and
marketable  title to ten percent (10%) of the issued and  outstanding  shares of
the capital  stock of Windjammer  (the  "Windjammer  Shares"),  in proportion to
their  respective  percentage of the Loan,  free and clear of any and all liens,
claims, encumbrances and adverse interests of any kind (collectively,  "Liens"),
in negotiable  form,  duly endorsed in blank or with stock transfer  powers duly
endorsed in blank attached thereto;  provided,  however,  that the Lenders shall
take a second position only to an institutional  lender approved by the Lenders,
which  approval  shall not be  unreasonably  withheld,  in connection  with real
estate financing on the Windjammer Project.

4.3 The Lenders shall have received the Shareholders'  Agreement dated even date
herewith among the Lenders,  BCM and Windjammer,  annexed hereto and made a part
hereof as Exhibit F, duly executed and delivered by BCM and Windjammer.

4.4. The Lenders  shall have received the Security  Agreement  duly executed and
delivered by Fleming as well as originals, each duly executed by Fleming, of all
financing  statements under the Uniform  Commercial Code, stock powers and other
documents  and  instruments  required  by the  Lenders  in  connection  with the
Security Agreement.

4.5 Ocean shall have received a Warrant  issued to Ocean and/or its assigns,  in
the form of  Exhibit  G  annexed  hereto  and  made a part  hereof  (the  "Ocean
Warrant"),  pursuant to which Ocean  and/or its assigns  shall have the right to
acquire  2,700,000  Warrant  Shares,  subject to  adjustment as provided in this
Agreement and in the Warrant,  at an exercise price of $.20 per share during the
three year period commencing on the date hereof.  Such Warrant Shares shall have
the registration rights set forth in the Registration Rights Agreement and shall
be held in escrow by the Escrow Agent  pursuant to this Agreement and the Escrow
Agreement.  Certificates representing such Warrant Shares shall be registered in
the name of Ocean and/or its assigns in the  denominations set forth in Schedule
4.5 annexed hereto.

4.6 Turbo shall have received a Warrant  issued to Turbo and/or its assigns,  in
the form of  Exhibit  H  annexed  hereto  and  made a part  hereof  (the  "Turbo
Warrant"),  pursuant to which Turbo  and/or its assigns  shall have the right to
acquire  300,000  Warrant  Shares,  subject to  adjustment  as  provided in this
Agreement and in the Warrant,  at an exercise price of $.20 per share during the
three year period commencing on the date hereof.  Such Warrant Shares shall have
the registration rights set forth in the Registration Rights Agreement and shall
be held in escrow by the Escrow  Agent  pursuant  to this  Agreement  the Escrow
Agreement.  Certificates representing such Warrant Shares shall be registered in
the name of Turbo and/or its assigns in the  denominations set forth in Schedule
4.6 annexed hereto.

4.7 The Lenders and the Escrow Agent shall have received the Escrow Agreement
duly executed and delivered by the Borrower.
<PAGE>

4.8 The Escrow Agent shall have received the  Conversion  Shares and the Warrant
Shares  for  placement  in escrow  pursuant  to this  Agreement  and the  Escrow
Agreement.

4.9. The Lenders shall have received the  Registration  Rights  Agreement,  duly
executed and delivered by the Borrower,  in connection with  registration of the
Conversion  Shares and the Warrant  Shares under the  Securities Act of 1933, as
amended (the "Securities Act").

4.10 The Borrower  shall have  delivered  to the Escrow Agent the duly  executed
Power-of-Attorney,  annexed hereto and made a part hereof as Exhibit I, pursuant
to Section 6A.11 hereof.

4.11 The  Borrower  shall have  delivered  to the Escrow  Agent a duly  executed
letter of  resignation  of Ronald J.  Bauer as a  director  and  officer  of the
Borrower (the "The Bauer Resignation").

4.12. The Lenders shall have received a legal opinion of counsel to the Company,
substantially in the form annexed as Exhibit K hereto, addressed to the Lenders.

SECTION  5  REPRESENTATIONS  AND  WARRANTIES  OF  THE  BORROWER  As  a  material
inducement  to the Lenders to enter into this  Agreement,  the  Borrower  hereby
represents and warrants that:

5.1 The Borrower is a corporation,  duly  incorporated,  validly existing and in
good  standing  under  the laws of the  state  of  Nevada,  with  the  requisite
corporate  power and authority to own and use its  properties  and assets and to
carry on its business as currently  conducted.  The Borrower has no subsidiaries
other than as set forth on  Schedule  5.1  attached  hereto  (collectively,  the
"Subsidiaries").  Except as set forth on Schedule 5.1, each of the  Subsidiaries
is a corporation, duly incorporated, validly existing and in good standing under
the laws of the jurisdiction of its incorporation, with the full corporate power
and  authority  to own and use its  properties  and  assets  and to carry on its
business as currently  conducted.  Except as set forth on Schedule  5.1, each of
the Borrower  and the  Subsidiaries  is duly  qualified to do business and is in
good standing as a foreign  corporation in each jurisdiction in which the nature
of the  business  conducted  or  property  owned by it makes such  qualification
necessary,  except where the failure to be so qualified or in good standing,  as
the case may be, would not,  individually  or in the aggregate,  have a material
adverse effect on the results of  operations,  assets,  prospects,  or financial
condition of the Borrower  and the  Subsidiaries,  taken as a whole (a "Material
Adverse Effect").

5.2 The Borrower has the requisite  corporate  power and authority to enter into
and to  consummate  the  transactions  contemplated  hereby  and by  each  other
Transaction  Document  (as  defined  below)  and to  otherwise  to carry out its
obligations  hereunder  and  thereunder.  The  execution  and  delivery  of this
Agreement  and each of the other  Transaction  Documents by the Borrower and the
consummation by it of the transactions  contemplated hereby and thereby has been
duly  authorized  by all necessary  action on the part of the Borrower.  Each of
this Agreement and each of the other  Transaction  Documents has been or will be
duly executed by the Borrower and when  delivered in  accordance  with the terms
hereof or thereof and will  constitute  the valid and binding  obligation of the
Borrower  enforceable  against the Borrower in accordance with its terms, except
as such  enforceability  may be limited by  applicable  bankruptcy,  insolvency,
reorganization,   moratorium,  liquidation  or  similar  laws  relating  to,  or
affecting  generally the  enforcement of,  creditors'  rights and remedies or by
other equitable principles of general application. "Transaction Documents" means
this  Agreement and all exhibits and schedules  hereto and all other  documents,
instruments  and writings  required  pursuant to this Agreement and the exhibits
hereto.
<PAGE>

5.3 The authorized,  issued and outstanding capital stock of the Borrower is set
forth on Schedule  5.3. No shares of Common Stock are entitled to  preemptive or
similar rights,  nor is any holder of the Common Stock entitled to preemptive or
similar rights arising out of any agreement or  understanding  with the Borrower
by virtue of this Agreement.  Except as disclosed in Schedule 5.3 and except for
the Ocean Warrant and the Turbo Warrant  (collectively,  the  "Warrants")  to be
issued pursuant to this Agreement,  there are no outstanding options,  warrants,
script, rights to subscribe to, registration rights, calls or commitments of any
character whatsoever relating to securities,  rights or obligations  convertible
into or  exchangeable  for, or giving any person any right to  subscribe  for or
acquire,   any  shares  of  the  Common  Stock,   or   contracts,   commitments,
understandings,  or  arrangements  by which the Borrower or any Subsidiary is or
may become bound to issue  additional  shares of the Common Stock, or securities
or rights  convertible or exchangeable into shares of the Common Stock.  Neither
the Borrower nor any  Subsidiary  is in  violation of any of the  provisions  of
their  respective  Certificates  of  Incorporation,   bylaws  or  other  charter
documents.

5.4 The  Conversion  Shares,  Warrants  and  Warrant  Shares  have been duly and
validly  authorized for issuance,  offer and sale pursuant to this Agreement and
constitute  the valid and binding  obligations  of the Borrower  enforceable  in
accordance with their respective  terms. The Borrower has and at all times while
the Warrants are  outstanding  will continue to maintain an adequate  reserve of
shares of the Common  Stock to enable it to perform its  obligations  under this
Agreement and the Warrants. When issued in accordance with the terms hereof, the
Conversion  Shares, the Warrants and the Warrant Shares will be duly authorized,
validly issued, fully paid and non-assessable.

5.5 The  execution,  delivery and  performance  of this  Agreement and the other
Transaction  Documents by the Borrower and the  consummation  by the Borrower of
the  transactions  contemplated  hereby  and  thereby  do not and  will  not (i)
conflict with or violate any provision of its  Certificate of  Incorporation  or
bylaws (each as amended through the date hereof) or (ii) be subject to obtaining
any of the consents  referred to in Section 5.6,  conflict with, or constitute a
default (or an event  which with notice or lapse of time or both would  become a
default)  under,  or  give to  others  any  rights  of  termination,  amendment,
acceleration or cancellation of, any agreement, indenture or instrument to which
the  Borrower  is a party,  or (iii)  result in a  violation  of any law,  rule,
regulation,  order,  judgment,  injunction,  decree or other  restriction of any
court or  governmental  authority to which the Borrower or its  Subsidiaries  is
subject (including, but not limited to, those of other countries and the federal
and state securities laws and regulations), or by which any property or asset of
the Borrower or its  Subsidiaries  is bound or  affected,  except in the case of
clause (ii), such conflicts, defaults, terminations,  amendments, accelerations,
cancellations  and  violations as would not,  individually  or in the aggregate,
have  a  Material  Adverse  Effect.   The  business  of  the  Borrower  and  its
Subsidiaries  is not being  conducted  in  violation  of any law,  ordinance  or
regulation of any governmental authority.
<PAGE>

5.6 Except as specifically  set forth in Schedule 5.6,  neither the Borrower nor
any Subsidiary is required to obtain any consent, waiver, authorization or order
of, or make any filing or registration with, any court or other federal,  state,
local or other  governmental  authority or other person or entity in  connection
with the execution,  delivery and  performance by the Borrower of this Agreement
and  each  of the  other  Transaction  Documents,  except  for the  filing  of a
registration  statement relating to the Conversion Shares and the Warrant Shares
contemplated  by the  Registration  Rights  Agreement  with the  Securities  and
Exchange Commission (the "Commission").

5.7 Except as specifically  disclosed in Schedule 5.7, there is no action, suit,
notice of violation,  proceeding or investigation  pending or threatened against
or affecting the Borrower or any of its  Subsidiaries or any of their respective
properties  before or by any court,  governmental  or  administrative  agency or
regulatory  authority  (federal,  state,  county,  local or  foreign)  which (i)
relates to or challenges the legality,  validity or enforceability of any of the
Transaction Documents,  the Conversion Shares or the Warrant Shares, (ii) could,
individually or in the aggregate, have a Material Adverse Effect or (iii) could,
individually or in the aggregate,  materially impair the ability of the Borrower
to  perform  fully on a timely  basis  its  obligations  under  the  Transaction
Documents.

5.8 Except as set forth in Schedule  5.8 hereto,  neither the  Borrower  nor any
Subsidiary  (i) is in default  under or in violation of any  indenture,  loan or
credit  agreement or any other agreement or instrument to which it is a party or
by which it or any of its properties is bound, except such conflicts or defaults
as do not have a Material  Adverse Effect,  (ii) is in violation of any order of
any court, arbitrator or governmental body, except for such violations as do not
have a Material Adverse Effect, or (iii) is in violation of any statute, rule or
regulation of any  governmental  authority which could  (individually  or in the
aggregate) (x) adversely affect the legality, validity or enforceability of this
Agreement or the Transaction  Documents,  (y) have a Material  Adverse Effect or
(z) adversely impair the Borrower's  ability or obligation to perform fully on a
timely basis its obligations under this Agreement or the Transaction Documents.

5.9 No fees or  commission  will be payable by the  Borrower  to any  investment
banker,  broker,  placement  agent  or bank or  otherwise  with  respect  to the
consummation  of the  transactions  contemplated  hereby  except as  provided in
Section 6A.14 hereof.

5.10 The  Disclosure  Documents (as defined  below) are accurate in all material
respects and do not contain any untrue  statement of a material  fact or omit to
state any material fact necessary in order to make the statements  made therein,
in light of the  circumstances  under  which  they were  made,  not  misleading.
"Disclosure  Documents" means (a) the Schedules  required to be furnished to the
Lenders by or on behalf of the Borrower pursuant to Section 5 hereof and (b) all
reports  required to be and as filed by the Borrower with the  Commission  under
the Securities  Exchange Act of 1934, as amended (the "Exchange Act") during the
two (2) year period prior to the date hereof.

5.11 The Common  Stock is  registered  under the  Exchange  Act, the Borrower is
subject to the  reporting  requirements  of  Section 13 or Section  15(d) of the
Exchange Act, and, except as set forth in Schedule 5.11 hereto,  the Borrower is
current in its reporting requirements.
<PAGE>

5.12 The Common Stock is listed on the NASD Over-the-Counter  Bulletin Board and
has been duly registered with the Commission in accordance with section 12(b) of
the  Exchange  Act and the  National  Association  of  Securities  Dealers  (the
"NASD").  Said Common  Stock is the only  "equity  security"  (as defined in the
Exchange  Act) of Borrower  required to be  registered  under  Section 12 of the
Exchange Act.

5.13   The Borrower has delivered to the Lenders a true and correct schedule of
liabilities as set forth on Schedule 5.13.

5.14 If at any time during the three year period  commencing on the date hereof,
the Borrower  shall  desire to enter into any  financing  arrangement,  it shall
first offer any such financing arrangement to the Lenders on the identical terms
and conditions as those offered by or to any third party. The Lenders shall have
72 hours from  receipt of written  notification  from the  Borrower  of any such
financing  arrangement to notify the Borrower in writing of their  acceptance of
any such financing.

SECTION  6.  COVENANTS  So  long  as all or any  portion  of the  Notes  remains
outstanding, the Borrower hereby agrees as follows:

6.1 The Borrower shall comply in all material respects with all applicable laws,
rules,  regulations  and orders of, and  restrictions  imposed by,  governmental
authorities,  the  violation  of which  could  reasonably  be expected to have a
Material Adverse Effect.

6.2 The Borrower shall allow  representatives  of the Lenders,  upon  reasonable
prior  notice  to the  Borrower,  to  inspect,  copy  and make  extracts  of all
applicable records,  and all properties,  of the Borrower at any reasonable time
for any reasonable purpose.

6.3 The Borrower shall promptly notify the Lenders of any litigation instituted,
or to the Borrower's knowledge, threatened against the Borrower.

SECTION 6A.  OTHER AGREEMENTS OF THE PARTIES

6A.1 The  Conversion  Shares  and the  Warrants  are being  issued  pursuant  to
Regulation S of the Securities Act. The Conversion  Shares, the Warrants and the
Warrant Shares will bear restrictions on transfer,  and will carry a restrictive
legend with respect to the exemption from registration under the Securities Act.
The transfer and resale of the Conversion  Shares,  the Warrants and the Warrant
Shares may be made only pursuant to registration  under the Securities Act or an
exemption from such registration.

6A.2 As long as the  Lenders  own any  Conversion  Shares,  Warrants  or Warrant
Shares, the Borrower will furnish to the Lenders,  promptly after they have been
prepared,  its annual report and other  reports and filings  required by Section
13(a)  or 15(d)  of the  Exchange  Act  that  are not  available  on EDGAR  (the
"Non-Edgar Filings").

6A.3 The Borrower shall, on a continuing  basis, (i) advise the Lenders promptly
after  obtaining  knowledge  of, and, if requested by the Lenders,  confirm such
advice in writing, of (A) the issuance by any state securities commission of any
stop order suspending the  qualification or exemption from  qualification of the
Conversion  Shares,  the Warrants or the Warrant Shares, for offering or sale in
any  jurisdiction,  or the  initiation of any proceeding for such purpose by any
state securities commission or other regulatory authority, or (B) any event that
makes any statement of a material fact made in the Disclosure  Documents  untrue
or that  requires the making of any  additions  to or changes in the  Disclosure
Documents  in  order  to  make  the  statements  therein,  in the  light  of the
circumstances  under  which  they are made,  not  misleading,  (ii) use its best
efforts to  prevent  the  issuance  of any stop  order or order  suspending  the
qualification  or exemption from  qualification  of the Conversion  Shares,  the
Warrants or the Warrant Shares under any state  securities or Blue Sky laws, and
(iii)  if at any time  any  state  securities  commission  or  other  regulatory
authority shall issue an order  suspending the  qualification  or exemption from
qualification of the Conversion Shares, the Warrants or the Warrant Shares under
any such laws,  and use its best efforts to obtain the  withdrawal or lifting of
such order at the earliest possible time.
<PAGE>

6A.4 The Borrower shall furnish the Lenders,  without charge,  as many copies of
the Non-Edgar  Filings and any amendments or supplements  thereto as the Lenders
may  reasonably  request.  The  Borrower  consents to the use of the  Disclosure
Documents and any  amendments  and  supplements to any of them by the Lenders in
connection  with resales of the Conversion  Shares,  the Warrants or the Warrant
Shares.

6A.5 If any event shall occur as a result of which,  in the reasonable  judgment
of the  Borrower or the Lenders,  it becomes  necessary or advisable to amend or
supplement  any of the  Disclosure  Documents  in order  to make the  statements
therein,  in  the  light  of  the  circumstances  at the  time  such  Disclosure
Document(s)  were  delivered to the Lenders,  not  misleading,  or if it becomes
necessary to amend or supplement any of the Disclosure  Documents to comply with
applicable law, the Borrower shall promptly prepare an appropriate  amendment or
supplement to each such document in form and substance  reasonably  satisfactory
to both the Lenders and Borrower so that (i) as so amended or supplemented, each
such document  will not include an untrue  statement of material fact or omit to
state a material fact necessary in order to make the statements  therein, in the
light of the circumstances  existing at the time it is delivered to the Lenders,
not  misleading and (ii) the  Disclosure  Documents will comply with  applicable
law.

6A.6 The Borrower shall, for so long as any of the Conversion  Shares,  Warrants
or  Warrant  Shares  remains  outstanding  and  during  any  period in which the
Borrower  is not  subject  to  Section  13 or 15(d) of the  Exchange  Act,  make
available to any registered holder of the Conversion Shares, Warrants or Warrant
Shares in connection with any sale thereof and any prospective purchaser of such
Conversion Shares, Warrants or Warrant Shares from such holder, such information
in  accordance  with Rule  144(c)  promulgated  under the  Securities  Act as is
required to sell the  Conversion  Shares,  Warrants or Warrant Shares under Rule
144 promulgated under the Securities Act.

6A.7 The Borrower shall not (i) distribute any offering  materials in connection
with the offering and sale of the Conversion Shares,  Warrants or Warrant Shares
other than the Disclosure  Documents and any amendments and supplements  thereto
prepared in  compliance  herewith  or (ii)  solicit any offer to buy or sell the
Conversion Shares,  Warrants,  or Warrant Shares by means of any form of general
solicitation or advertising.
<PAGE>

6A.8 If not  otherwise  publicly  available,  the Borrower  shall furnish to the
Lenders,  promptly  after filing with the  Commission,  a copy of all  financial
statements  for any period  subsequent  to the period  covered by the  financial
statements  included in the Disclosure  Documents until the full exercise of the
Warrants.

6A.9  From the date  hereof  through  the full  exercise  of the  Warrants,  the
Borrower  shall not and shall cause the  Subsidiaries  not to, without the prior
written  consent  of the  Lenders,  (i) amend its  certificate  or  articles  of
incorporation,  by-laws or other charter documents so as to adversely affect any
rights of the Lenders; (ii) split, combine or reclassify its outstanding capital
stock;  (iii)  declare,  authorize,  set  aside  or pay any  dividend  or  other
distribution with respect to the Common Stock; (iv) redeem,  repurchase or offer
to repurchase or otherwise acquire shares of its Common Stock; or (v) enter into
any agreement with respect to any of the foregoing.

6A.10 The Borrower shall (a) use its best efforts to maintain the listing of its
Common  Stock on the OTCBB or such other  exchange on which the Common  Stock is
then listed  until  expiration  of the period  during  which the Warrants may be
exercised and (b) shall provide to the Lenders evidence of such listing.

6A.11 To effectuate the terms and provisions of this Agreement and its exhibits,
the  Borrower  hereby  agrees to give a power of  attorney  as is  evidenced  by
Exhibit I annexed hereto.  All acts done under such power of attorney are hereby
ratified and approved and neither the Attorney-in-Fact nor any designee or agent
thereof shall be liable for any acts of commission or omission, for any error of
judgment or for any mistake of fact or law, as long as the  Attorney-in-Fact  is
operating  within the scope of the power of attorney and this  Agreement and its
exhibits.  The power of  attorney,  being  coupled  with an  interest,  shall be
irrevocable  while  any of the Notes  remain  outstanding,  any of the  Warrants
remains  unexercised  or any portion of this  Agreement or its exhibits  remains
unsatisfied.   In  addition,   the  Borrower  shall  give  the  Attorney-in-Fact
resolutions  executed by the Board of Directors of the Borrower which  authorize
future issuances of the Warrant Shares for the Warrants,  and which  resolutions
state that they are irrevocable while any of the Notes remain  outstanding,  any
of the  Warrants  remains  unexercised  or any portion of this  Agreement or its
exhibits remains unsatisfied.

6A.12 In accordance with the Registration  Rights Agreement,  the Borrower shall
qualify the  Conversion  Shares and the Warrant  Shares under the  securities or
Blue Sky laws of such  jurisdictions  as the Lenders may reasonably  request and
shall continue such  qualification at all times through the forth anniversary of
the date the Loan is disbursed to the Borrower;  provided, however, that neither
the Borrower nor its Subsidiaries  shall be required in connection  therewith to
qualify as a foreign  corporation where they are not now so qualified or to take
any action that would subject the Borrower to general  service of process in any
such jurisdiction where it is not then so subject or subject the Borrower to any
material tax in any such jurisdiction where it is not then so subject.

6A.13 Until the earlier of (a) the  Maturity  Date and (b) the full  exercise of
the Warrants, the Borrower and each Subsidiary will not, in a single transaction
or a series of related transactions,  (i) consolidate with or merge with or into
any other entity,  or (ii) permit any other entity to consolidate  with or merge
into it, unless (w) either (A) the Borrower shall be the survivor of such merger
or  consolidation  or  (B)  the  surviving  entity  shall  expressly  assume  by
supplemental  agreement  all  of the  obligations  of the  Borrower  under  this
Agreement and the Transaction Documents;  (x) immediately before and immediately
after giving effect to such transactions (including any indebtedness incurred or
anticipated  to be incurred in connection  with the  transactions),  no event of
default  shall have occurred and be  continuing;  (y) if the Borrower is not the
surviving entity, such surviving entity's common shares will be listed on either
The New York Stock Exchange,  American Stock Exchange, Nasdaq National Market or
Nasdaq  SmallCap  Market,  or the  OTCBB  on or  prior  to the  closing  of such
transaction(s) and (z) the Borrower shall have delivered to Lenders an officers'
certificate and opinion of counsel, each stating that such consolidation, merger
or transfer complies with this Agreement and the Transaction Documents, that the
surviving entity agrees to be bound thereby and that all conditions precedent in
this Agreement relating to such transaction(s) have been satisfied.
<PAGE>

6A.14 The Borrower will pay the following  fees and expenses in connection  with
the  transactions  contemplated  hereby  (a) to KGL  (i)  $15,000  for  document
preparation fees, and (ii) all reasonable disbursements and expenses incurred by
KGL in  connection  with such  document  preparation  fees and (b) $5,000 to the
Escrow  Agent for the escrow  agent fee.  The fees and expenses set forth in (a)
and (b) will be paid to KGL by  deducing  the  amount of such fees and  expenses
from the  Loan  proceeds  to be  received  by the  Borrower  hereunder  prior to
disbursement thereof to the Borrower pursuant to Schedule 1.

6A.15 Until the Loan is repaid in full, the Borrower hereby agrees that it shall
not offer or issue in excess of  5,000,000  shares of the Common  Stock,  either
directly or indirectly through any  convertible/exchangeable  security,  without
the prior written consent of the Lenders.

6A.16 In the event  that the Loan is repaid in full but the  Windjammer  Project
shall not have Closed within ninety (90) days from the date hereof, the Borrower
hereby  agrees  that the  Lenders  shall  have the sole  option  to  receive  an
interest,  free and clear of any and all liens, on the same terms and conditions
as the  acquisition  of a certain parcel of real estate located in St. Kitts for
$30,000,000  contemplated by Windjammer (the "Windjammer Project"),  in each and
every other next succeeding purchase, agreement to purchase, option to purchase,
hypothecation, transfer or other transaction similar in nature to the Windjammer
Project  (individually,   a  "Transaction"  and  collectively,   "Transactions")
contemplated or undertaken by the Borrower,  directly or indirectly,  until such
time as the Lenders  shall have  received  an  aggregate  ownership  interest of
$3,000,000  in one or more  Transactions;  provided,  however,  that in no event
shall  the  Lenders  interest  exceed  twenty-five  percent  (25%)  of  any  one
Transaction.  Within three (3) business  days of the  Borrower's  execution of a
letter of intent or any similar  written term sheet (the  "Terms") in connection
with a Transaction,  the Borrower  shall notify the Lenders of such  Transaction
and deliver a copy of the Terms of such  Transaction  to the  Lenders.  Upon the
Borrower's  receipt of the due  diligence  materials for such  Transaction,  the
Borrower shall  promptly  deliver same to the Lenders and the Lenders shall have
five (5) business days from their receipt of all of the due diligence  materials
for such Transaction to accept the Transaction.

6A.17 The Borrower  hereby agrees that the Lenders shall have the right,  at the
Lenders' option,  to loan up to $500,000 in four (4) separate  Transactions upon
the same terms and conditions as this Agreement, except as set forth on Schedule
6A.17,  at any time for the  greater of (a) three (3) years from the date of the
closing of the Windjammer  Project,  or (b) while any loan made pursuant to this
Agreement  or any  subsequent  agreement  by the  Lenders  to  the  Borrower  is
outstanding or (c) while the Borrower is in default in any transaction  with the
Lenders  (individually,  a "Loan Right" and  Collectively,  "Four Loan Rights").
Within three (3) business days of the Borrower's execution of a letter of intent
or  any  similar   written  term  sheet  (the  "Terms")  in  connection  with  a
Transaction,  the  Borrower  shall  notify the Lenders of such  Transaction  and
deliver a copy of the Terms such Transaction to the Lenders. Upon the Borrower's
receipt of the due diligence materials for such Transaction,  the Borrower shall
promptly  deliver  same to the  Lenders  and the  Lenders  shall  have  five (5)
business days from their receipt of all of the due diligence  materials for such
Transaction  to accept the  Transaction.  The  Borrower  shall have the right to
acquire  from the Lenders  any and all of the Four Loan Rights in  consideration
for (i)  $750,000  and (ii) the Lenders'  right to retain the  immediately  next
succeeding  Loan Right,  by notifying the Lenders of the Borrower's  exercise of
such right within 10 days prior thereto.
<PAGE>

6A.18  The  Borrower  hereby  agrees  that it shall  take all  corporate  action
necessary  to ensure that upon the Closing  Date Edward J. Tobin shall be a duly
elected member of the Board of Directors of the Borrower.

6A.19 Exhibit J sets forth the procedures  with respect to the conversion of the
Notes  and the  exercise  of the  Warrants,  including  the  forms of  Notice of
Conversion  and Notice of Exercise to be provided  upon  conversion or exercise,
and such other  information and  instructions as may be reasonably  necessary to
enable the Lenders or any permitted  transferee(s)  to effectuate  conversion or
exercise smoothly and expeditiously. Upon each and every exercise by the Lenders
the  aggregate  number of Warrant  Shares that the Lenders  shall be entitled to
exercise  shall be  subject to  adjustment  based  upon the  following  formula;
provided, however, that in no event shall the aggregate number of Warrant Shares
that the Lenders are entitled to be less than 2,000,000:

   No. of Warrant Shares =   ([the total number of issued and outstanding shares
                               of the Common Stock] x 0.05) - 2,000,000

The Borrower agrees that, at any time the aggregate  number of Warrant Shares to
which the Lenders are entitled  exceeds  3,000,000  shares,  the Borrower  shall
issue  additional  stock  certificates  in the names of each of the Lenders,  in
proportion to their  respective  percentage of the Loan, and deliver same to the
Escrow  Agent to be held in escrow  pursuant  to this  Agreement  and the Escrow
Agreement. In the event that the aggregate number of Warrant Shares to which the
Lenders are entitled is less than 3,000,000 shares,  then the Escrow Agent shall
return to the Borrower  such excess  number of Warrant  Shares held in escrow by
the Escrow Agent.

SECTION  7. THE  LENDERS  MAY  PERFORM  If the  Borrower  fails to  perform  any
agreement  contained  herein or in the Notes, the Lenders may cure such event of
default,  and the expenses of the Lenders incurred in connection therewith shall
be payable by the Borrower.
<PAGE>

SECTION 8.  INDEMNITY

8.1      Indemnification:

         (a) The Borrower shall,  without  limitation as to time,  indemnify and
hold harmless Global Emerging Markets,  Ltd.("GEM"), GEM Advisors,  Inc.("GEMA")
and the Lenders and their respective officers,  directors, agents, employees and
affiliates,  each person or entity who controls GEM, GEMA or the Lenders (within
the meaning of Section 15 of the  Securities  Act or Section 20 of the  Exchange
Act)  (each  such  person or  entity,  a  "Control  Person")  and the  officers,
directors,  agents, employees and affiliates of each such Control Person, to the
fullest extent permitted by applicable law, from and against any and all losses,
claims, damages,  liabilities,  costs (including,  without limitation,  costs of
preparation  and  attorneys'  fees) and expenses  (collectively,  "Losses"),  as
incurred,  arising  out  of,  or  relating  to,  a  breach  or  breaches  of any
representation,  warranty,  covenant or  agreement  by the  Borrower  under this
Agreement or any other Transaction Document.

         (b) Each Lender, severally and not jointly, shall without limitation as
to time,  indemnify  and hold harmless the  Borrower,  its officers,  directors,
agents and employees,  each Control Person and the officers,  directors,  agents
and  employees  of each  Control  Person,  to the fullest  extent  permitted  by
application law, from and against any and all Losses,  as incurred,  arising out
of,  or  relating  to, a breach or  breaches  of any  representation,  warranty,
covenant  or  agreement  by  such  Lender  under  this  Agreement  or the  other
Transaction Documents.

8.2 If any action, claim, suit, investigation or proceeding (including,  without
limitation,  an  investigation  or partial  proceeding,  such as a  deposition),
whether commenced or threatened (collectively, "Proceeding") shall be brought or
asserted  against  any person or entity  entitled  to  indemnity  hereunder  (an
"Indemnified Party"), such Indemnified Party promptly shall notify the person or
entity from whom indemnity is sought (the "Indemnifying  Party") in writing, and
the  Indemnifying  Party  shall  assume  the  defense  thereof,   including  the
employment of counsel  reasonably  satisfactory to the Indemnified Party and the
payment of all fees and expenses  incurred in connection  with defense  thereof;
provided,  that the failure of any  Indemnified  Party to give such notice shall
not relieve the Indemnifying Party of its obligations or liabilities pursuant to
this  Agreement,  except  (and  only) to the  extent  that it  shall be  finally
determined  by a court of competent  jurisdiction  (which  determination  is not
subject to appeal or further  review) that such failure  shall have  proximately
and materially adversely prejudiced the Indemnifying Party.

         An Indemnified Party shall have the right to employ separate counsel in
any such Proceeding and to participate in the defense thereof,  but the fees and
expenses of such counsel  shall be at the expense of such  Indemnified  Party or
Parties  unless:  (1) the  Indemnifying  Party  has  agreed to pay such fees and
expenses; or (2) the Indemnifying Party shall have failed promptly to assume the
defense of such Proceeding and to employ counsel reasonably satisfactory to such
Indemnified  Party in any such Proceeding;  or (3) the named parties to any such
Proceeding  (including any impeded parties) include both such Indemnified  Party
and the Indemnifying  Party, and such Indemnified  Party shall have been advised
by counsel  that a conflict of  interest is likely to exist if the same  counsel
were to represent such Indemnified  Party and the  Indemnifying  Party (in which
case, if such Indemnified Party notifies the Indemnifying  Party in writing that
it elects to employ separate counsel at the expense of the  Indemnifying  Party,
the  Indemnifying  Party  shall not have the right to assume the  defense of the
claim  against  the  Indemnified  Party but will retain the right to control the
overall  Proceedings  out of which the claim arose and such counsel  employed by
the Indemnified  Party shall be at the expense of the Indemnifying  Party).  The
Indemnifying Party shall not be liable for any settlement of any such Proceeding
effected  without its written  consent,  which consent shall not be unreasonably
withheld.  No Indemnifying Party shall, without the prior written consent of the
Indemnified Party, effect any settlement of any pending Proceeding in respect of
which any  Indemnified  Party is a party,  unless  such  settlement  includes an
unconditional  release of such  Indemnified  Party from all  liability on claims
that are the subject matter of such Proceeding.
<PAGE>

         All fees and expenses of the Indemnified Party to which the Indemnified
Party is  entitled  hereunder  (including  reasonable  fees and  expenses to the
extent  incurred in connection  with  investigating  or preparing to defend such
Proceeding in a manner not inconsistent  with this Section) shall be paid to the
Indemnified Party, as incurred,  within ten (10) Business Days of written notice
thereof to the Indemnifying Party.

         No right of indemnification  under this Section 8 shall be available as
to a particular  Indemnified  Party if there is a non-appealable  final judicial
determination  that such Losses arise solely out of the  negligence or bad faith
of such  Indemnified  Party in performing the  obligations  of such  Indemnified
Party  under  this  Agreement  or a  breach  by such  Indemnified  Party  of its
obligations under this Agreement.

8.3 If a claim for  indemnification  under this Section 8 is  unavailable  to an
Indemnified Party or is insufficient to hold such Indemnified Party harmless for
any Losses in respect of which this  Section 8 would  apply by its terms  (other
than  by  reason  of  exceptions  provided  in  this  Section  8.3),  then  each
Indemnifying  Party,  in lieu of  indemnifying  such  Indemnified  Party,  shall
contribute to the amount paid or payable by such  Indemnified  Party as a result
of such Losses in such  proportion  as is  appropriate  to reflect the  relative
benefits received by the Indemnifying  Party on the one hand and the Indemnified
Party  on the  other  and the  relative  fault  of the  Indemnifying  Party  and
Indemnified  Party in connection  with the actions or omissions that resulted in
such Losses as well as any other relevant equitable considerations. The relative
fault of such  Indemnifying  Party and Indemnified  Party shall be determined by
reference  to, among other things,  whether  there was a judicial  determination
that  such  Losses  arise  in part  out of the  negligence  or bad  faith of the
Indemnified  Party in performing the obligations of such Indemnified Party under
this Agreement or the Indemnified  Party's breach of its obligations  under this
Agreement. The amount paid or payable by a party as a result of any Losses shall
be deemed to include any  attorneys' or other fees or expenses  incurred by such
party in connection with any Proceeding to the extent such party would have been
indemnified  for such fees or expenses if the  indemnification  provided  for in
this Section was available to such party.

8.4 The indemnity and contribution  agreements  contained in this Section are in
addition to any obligation or liability that the  Indemnifying  Parties may have
to the Indemnified Parties.
<PAGE>

SECTION 9.  EVENTS OF DEFAULT; REMEDIES

9.1  An event of default shall be deemed to have occurred upon the occurrence of
     any of the following events:

         (a)      any  amount  payable  on the  Loan  shall  not be  paid on the
                  Maturity Date and shall not have been cured within thirty (30)
                  days from the Maturity Date; or

         (b)      except  with  respect to Section  6A.5,  a material  breach or
                  failure  of  performance  by the  Borrower  of  any  covenant,
                  condition or agreement on its part to be observed or performed
                  contained in this  Agreement or the Notes which shall not have
                  been cured within five (5) business  days after receipt by the
                  Borrower of notice thereof given by the Lenders; or

         (c)      any material breach or failure of performance by the Borrower
                  under Section 6A.5.

         (d)      any material  representation  or warranty made by the Borrower
                  herein  shall  prove to have  been  false or  breached  in any
                  material respect on and as of the date on which made; or

         (e)      the  Borrower  shall be adjudged to be  insolvent or unable to
                  pay  its  debts  as  they  mature  or any  receiver,  trustee,
                  liquidator,  custodian  or like  officer be  appointed to take
                  custody,   possession  or  control  of  any  property  of  the
                  Borrower; or

         (f)      there shall be in effect any statute,  rule, law or regulation
                  that  prohibits  the  disbursement  of  the  Loan  or  if  the
                  disbursement  of the Loan  would  violate  any  non-appealable
                  final  judgment,  order,  decree,  ruling or injunction of any
                  court   of  or   governmental   authority   having   competent
                  jurisdiction; or

         (g)      the Borrower's Common Stock is not registered under Section 12
                  of the Exchange Act; or

         (h)      except as set forth in Schedule 5.11, the Borrower is not
                  current in its reporting  obligations  under  Section 13 or
                  15(d) of the Exchange Act; or

         (i)      an  event  occurs  prior  to  the  disbursement  of  the  Loan
                  requiring the Borrower to report such event to the SEC on Form
                  8-K and not  otherwise  set forth in Schedule  9.1,  provided,
                  however,  such event shall only  include the  following  items
                  under Form 8-K: Item 1, Item 2 to the extent that any event is
                  reported  under Item 2 that involves a change in the nature of
                  the Borrower's business;  Item 3; or Item 4 (provided further,
                  that as to Item 4, only if the event requires disclosure under
                  Item 304(a)(1)(iv) under Regulation S-B); or

         (j)      trading in the Common Stock has been suspended,  delisted,  or
                  otherwise  ceased  by the  Commission  or the  NASD  or  other
                  exchange  or  the  Nasdaq  (whether  the  National  Market  or
                  otherwise),  except for any  suspension  of trading of limited
                  duration   solely  to   permit   dissemination   of   material
                  information regarding the Borrower,  and not reinstated within
                  ten (10) business days; or
<PAGE>

         (k)      the  transfer  agent for the  Common  Stock  fails to  deliver
                  certificates  for the  Conversion  Shares  and/or the  Warrant
                  Shares as required by this Agreement.

9.2      If an event of default shall have occurred and be continuing:

         (a)      The Lenders may (by written notice delivered to the Borrower)
                  declare all or any portion of the Loan immediately due and
                  payable.

         (b)      The Bauer resignation shall become effective.

         (c)      The  Lenders  shall also be  entitled  to  exercise  all their
                  rights  and  remedies  as may  exist at law or as set forth in
                  this Agreement and/or the Notes.

SECTION 10.  MISCELLANEOUS

10.1  Except as set forth in this  Agreement,  each party shall pay the fees and
expenses of its advisers,  counsel,  accountants and other experts,  if any, and
all  other  expenses  incurred  by  such  party  incident  to  the  negotiation,
preparation, execution, delivery and performance of this Agreement. The Borrower
shall pay the fees of the Escrow  Agent and all stamp and other taxes and duties
levied in connection with the issuance of the Conversion Shares and the Warrants
and, upon exercise  thereof,  the Warrant Shares,  pursuant hereto.  The Lenders
shall be  responsible  for any taxes  payable by the Lenders that may arise as a
result of the  investment  hereunder or the  transactions  contemplated  by this
Agreement or any other Transaction Document.

10.2 All  covenants and  agreements in this  Agreement by or on behalf of any of
the parties shall bind and inure to the benefit of their  respective  successors
and assigns,  including any subsequent  holder of the Notes.  This Agreement may
not be  assigned  by the  Borrower  unless the  Lenders  shall have given  prior
written consent thereto.

10.3 Whenever possible, each provision of this Agreement shall be interpreted in
such  manner as to be  effective  and valid  under  applicable  law,  but if any
provision of this Agreement is held to be invalid,  illegal or  unenforceable in
any  respect  under  applicable  law,  then  such   invalidity,   illegality  or
unenforceability shall not affect the other provisions of this Agreement.

10.4 This  Agreement may be executed in separate  counterparts  and delivered by
facsimile  transmission,  each of which when so executed and delivered  shall be
deemed to be an  original  hereof,  and all of which when taken  together  shall
constitute one and the same agreement.

10.5  Descriptive  headings in this  Agreement are inserted for  convenience  of
reference  only and are not  intended  to be part of or affect  the  meaning  or
interpretation of this Agreement.

10.6 The parties hereto  acknowledge that the transactions  contemplated by this
Agreement and the exhibits hereto bear a reasonable relation to the state of New
York.  This  Agreement  shall be enforced in accordance  with, and all questions
regarding  the  construction,  validity,  interpretation  and  purpose  of  this
agreement  shall be  governed  by, the  internal  laws of the state of New York,
without  giving effect to provisions  thereof  regarding  conflict of laws.  Any
action to enforce the terms of this  Agreement or any of its  exhibits  shall be
brought exclusively in the state and/or federal courts situate in the county and
state of New York. Service of process in any action by either Lenders to enforce
the terms of this  Agreement  may be made by serving a copy of the  summons  and
complaint,  in addition to any other relevant documents, by commercial overnight
courier to the Borrower at its principal address set forth in this Agreement.
<PAGE>

10.7 Any notice  provided for in this  Agreement  must be in writing and must be
either (a) hand  delivered,  (b) mailed by registered  or certified  first class
mail,  postage  prepaid  with return  receipt  requested,  (c) sent by reputable
overnight  courier service for next business  morning  delivery,  or (d) sent by
telecopy to the recipient at the address/telecopy number below indicated:

         If to Ocean:               Ocean Strategic Holdings Ltd.
                                    11 Bath Street
                                    St. Helier JE4 OYZ  Jersey
                                    Attn.:
                                    Telephone:
                                    Facsimile:

         With a copy to:            Kaplan Gottbetter & Levenson, LLP
                                    630 Third Avenue
                                    New York, NY 10017-6705
                                    Attn.: Adam S. Gottbetter, Esq.
                                    Telephone:     (212) 983-6900
                                    Facsimile:     (212) 983-9210

         If to Turbo:               Turbo International Ltd.
                                    Shirley House
                                    50 Shirley Street
                                    P.O. Box N-7755
                                    Nassau, Bahamas
                                    Attn.:
                                    Telephone:
                                    Facsimile:

         With a copy to:            Kaplan Gottbetter & Levenson, LLP
                                    630 Third Avenue
                                    New York, NY 10017-6705
                                    Attn.:  Adam S. Gottbetter, Esq.
                                    Telephone:     (212) 983-6900
                                    Facsimile:     (212) 983-9210
<PAGE>

         If to the Borrower:        The Bauer Partnership Inc.
                                    8 Queen Street
                                    Mayfair, London W1J 5PD
                                    United Kingdom
                                    Attn.:
                                    Telephone:
                                    Facsimile:

         With a copy to:            Vanderkam & Sanders
                                    440 Louisiana, Suite 475
                                    Houston, Texas 77002
                                    Attn.:  David Loev, Esq.
                                    Telephone:     (713) 547-8900
                                    Facsimile:     (713) 547-8910

or such other  address/telecopy  number or to the attention of such other person
as the  recipient  party shall have  specified  by prior  written  notice to the
sending party.

Any notice  under this  Agreement  shall be deemed to have been given (i) on the
date  such  notice is hand  delivered,  (ii)  three  (3) days  after the date of
mailing if mailed by certified  or  registered  mail,  (iii) on the business day
next following the day notice is sent via overnight courier service,  or (iv) as
of the beginning of the next day if such notice is sent by telecopy.

10.8 This  Agreement and all exhibits and  schedules  hereto embody the complete
agreement  and  understanding  between the parties  with  respect to the subject
matter hereof and thereof and supersedes and preempts any prior  understandings,
agreements and/or  representations  by or between the parties,  written or oral,
related to the subject matter hereof in any way.

10.9  Notwithstanding  any rule of law or custom to the  contrary,  neither this
Agreement  nor any  other  agreement  or  document  collateral  to or  otherwise
relating to this Agreement  shall be interpreted or construed  against any party
merely by reason of the fact that such  agreement or document was prepared by or
at the  direction of such party or that such party  caused this  Agreement to be
drafted.

                           [Signature page to Follow]


<PAGE>

         IN WITNESS  WHEREOF,  the parties  have  executed  and  delivered  this
Agreement as of the date first above written.



                                             The Bauer Partnership Inc.


                                             By:
                                                  ------------------------------
                                             Name:
                                             Title:


                                             Ocean Strategic Holdings Ltd.


                                             By:
                                                  ------------------------------
                                             Name:
                                             Title:

                                            Turbo International Ltd.


                                             By:
                                                  ------------------------------
                                             Name:
                                             Title:


<PAGE>

                                   Schedule 1

(a)  $150,000 upon execution and delivery of this agreement,  less $10,000 to be
     paid to KGL pursuant to Section 6A.14;

(b)  $50,000  upon the  Lender's  and/or  the  Borrower's  receipt of all of the
     Transaction   Documents  duly  executed  and  delivered  pursuant  to  this
     Agreement, less $5,000 to be paid to KGL pursuant to Section 6A.14;

(c)  100,000 upon the  Borrower's  filing of its (i) annual  report on Form 10-K
     for the year ended December 31, 2001 and amendment to its current report on
     Form 8-K dated December 5, 2001 containing all of the financial  statements
     to be filed in connection  there with,  less any expenses to be paid to KGL
     pursuant to Section 6A.14; and

(d)  $200,000 upon the Lenders receipt of a copy of a written loan commitment to
     the Borrower from a reputable lending institution  approved by the Lenders,
     which  approval  shall  not be  unreasonably  withheld,  for no  less  than
     $18,000,000, less $5,000 to be paid to KGL pursuant to Section 6A.14.
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                                  Schedule 3.2




Ocean Strategic Holdings Ltd.       27 certificates each for 100,000 shares

Turbo International Ltd.            6 certificates each for 50,000 shares


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                                  Schedule 4.5


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                                 Schedule 4.6
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                                  Schedule 5.1

                                  Subsidiaries


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                                  Schedule 5.3

                                 Capitalization



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                                  Schedule 5.6

                             Consents and Approvals


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                                  Schedule 5.7

                              Litigation and Claims

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                                  Schedule 5.8

                             Defaults and Violations


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                                  Schedule 5.11

                               Delinquent Reports
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                                 Schedule 6A.17

                                Conversion Shares

(a)           First option to loan $500,000 - The secured convertible promissory
              note shall be convertible  into 20,000,000  shares of Common Stock
              and the  Warrants  shall  entitle the holder to acquire  2,000,000
              shares at an exercise price of $.30 per share

(b)           Second  option  to  loan   $500,000  -  The  secured   convertible
              promissory note shall be convertible into 15,000,000 for shares of
              Common Stock and the Warrants  shall entitle the holder to acquire
              1,500,000 shares at an exercise price of $.35 per share.

(c)           Third option to loan $500,000 - The secured convertible promissory
              note shall be  convertible  into  10,000,000  for shares of Common
              Stock  and the  Warrants  shall  entitle  the  holder  to  acquire
              1,000,000 shares at an exercise price of $.40 per share.

(d)           Fourth  option  to  loan   $500,000  -  The  secured   convertible
              promissory note shall be convertible  into 5,000,000 for shares of
              Common Stock and the Warrants  shall entitle the holder to acquire
              500,000 shares at an exercise price of $.45 per share.


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                                  Schedule 9.1

                         Form 8-K Disclosure Obligations