BAUER PARTNERSHIP INC.

                         EXECUTIVE EMPLOYMENT AGREEMENT

     THIS EXECUTIVE  EMPLOYMENT AGREEMENT (this "Agreement") is made exclusively
between The Bauer  Partnership  Inc., a Nevada  corporation  and its  affiliated
companies,  and subsidiaries  (collectively  referred to as the "Company"),  and
Kevin  Wallace  ("Wallace").  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 Wallace, and Wallace
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  Wallace,  and Wallace
hereby agrees to serve the Company, as its President ("Employment").

     2. Scope of Employment.

          (a) During the  Employment,  Wallace will serve as President.  In that
     connection,  Wallace 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 Wallace 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 Wallace 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 Wallace's  duties
     hereunder.

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

          (a) The Company  shall pay  Wallace US $5,000 per month from  February
     1st 2002 through April 30th, 2002, payable in monthly installments, without
     deduction for taxes as Wallace shall be responsible  for the payment of any
     and all taxes required by law.

          (b) The Company  shall  provide for  Wallace a  definitive  agreement,
     covering a long-term compensation plan to be executed by May 1, 2002.
<PAGE>

          (c) Wallace or his designate  shall receive options to purchase 75,000
     shares of The Bauer  Partnership,  Inc. at an  exercise  price of $1.00 per
     share vesting 1/3 at the end of February 2002, March 31, 2002 and April 30,
     2002.  Such options shall have a cashless  feature and have a term of three
     years.

          (d)  Wallace or his  designate  shall  receive  options to purchase an
     additional  500,000  shares of The Bauer  Partnership,  Inc. at an exercise
     price of $1.00 per share  vesting  1/12 at the end of each month  beginning
     with May 2002 and  ending  with  April  2003.  Such  options  shall  have a
     cashless feature and have a term of three years.

          (e)  Wallace  or his  designate  shall  receive  2% of  the  financing
     received net of commissions and expenses associated with financing received
     for the following properties: Windjammer, Mosquito Blue and Coral Sands.

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

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

          (h) The  Company  shall  pay a  benefit  in kind of $500 per month for
     Wallace's  major medical and dental  coverage  throughout  the term of this
     Agreement.

          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 Wallace 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)  Wallace  acknowledges  that the law  provides  the  Company  with
     protection for its trade secrets and confidential information. Wallace 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.  Wallace 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) Wallace will strictly adhere to any  obligations  that may be owed
     to  former  employers  insofar  as  Wallace'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 Wallace can show that: (i) the
     information  was in  Wallace's  possession  or within  Wallace's  knowledge
     before the Company disclosed it to Wallace;  or (ii) the information was or
     became generally known to those who could take economic advantage of it; or
     (iii)  Wallace  obtained the  information  from a party having the right to
     disclose it to Wallace without  violation of any obligation to the Company,
     or (iv) Wallace is required to disclose the  information  pursuant to legal
     process  (e.g.,  a subpoena),  provided  that Wallace  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
     Wallace  during  the  Employment  are the  property  of the  Company.  Upon
     termination  of the  Employment,  whether  or not for Cause,  Wallace  will
     immediately  deliver to the Company all  property of the Company  which may
     still be in  Wallace's  possession.  Wallace  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,  Wallace 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  Wallace'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 Wallace  (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 Wallace 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
     Wallace for the Company.

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

          (e) Wallace  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 Wallace. In some jurisdictions, Wallace 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  Wallace to assign
     Wallace's Right(s) in future Company-Related  Inventions at this time, then
     Wallace  hereby  assigns any and all such Right(s) to the Company,  without
     additional  compensation to Wallace;  if not, then Wallace 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 Wallace.

          (g) To the extent that Wallace retains any so-called "moral rights" or
     similar rights in a  Company-Related  Invention as a matter of law, Wallace
     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 Wallace's identity in connection with any
     business operations relating to that Company-Related Invention; in any case
     without additional compensation to Wallace.

     6.  Noncompetition.  As a  condition  to,  and  in  consideration  of,  the
Company's  entering into this  Agreement,  and giving  Wallace access to certain
confidential and proprietary  information,  which Wallace 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 Wallace and other employees  similarly  situated to Wallace,  Wallace
hereby agrees as follows:

          (a) Wallace  acknowledges  that the  obligations of this Agreement are
     directly  related  to the  Employment  and are  necessary  to  protect  the
     Company's  legitimate  business  interests.  Wallace  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 Wallace 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,
     Wallace  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.
<PAGE>

          (b)  Notwithstanding  the foregoing,  Wallace 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
     Wallace 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 Wallace 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.

     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)  Wallace  and
     Wallace's heirs and legal representatives, except that Wallace'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  Wallace'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 non-competition 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.
<PAGE>

          (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.

     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  Wallace  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) Wallace 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 Wallace may be
     delivered  to  Wallace  in person or sent to  Wallace'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.
<PAGE>

          (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 Wallace's  employment by the Company,  with cause,
     will  result in  Wallace  receiving  any  amounts  owed as of the date this
     Agreement is  terminated,  and Wallace shall have the rights to all Options
     which have vested as of the date this Agreement is terminated.

          (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                              February 1, 2002

Term                                        3 Months

Termination                                 30 Days Either Side

Office / Position                           President, Bauer Partnership Inc.

Salary                                      US $5,000 per month

         This Agreement  contains  provisions  requiring binding  arbitration of
disputes. By signing this Agreement, Wallace 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.

For
Bauer Partnership Inc.                               Employee: Kevin Wallace

By:
   --------------------------                        -------------------------
Signature                                            Signature

Printed name                                         Printed name