EMPLOYMENT AGREEMENT
                    Chief Executive Officer



     Agreement made, effective as of October 31, 1999 by and between STRATEGIC
PARTNERS, INC., a corporation duly organized and existing under the laws of
the State of Wyoming; hereinafter referred to as employer, and FRANK J.
WEINSTOCK, hereinafter referred to as employee.

     In consideration of the mutual covenants and promises of the parties to
this agreement, and in consideration of the services rendered by employee
prior to the effective date of this agreement, employer and employee agree
as follows:


SECTION ONE

EMPLOYMENT

     Employer employs employee as chief executive officer and employee accepts
such employment with employer, subject to the terms and conditions of this
agreement.


SECTION TWO

TERM OF EMPLOYMENT

     This agreement and the employment under this agreement shall commence on
the effective date stated above, and continue until the end of the fifth
fiscal period of employer ending after the effective date of this agreement.


SECTION THREE

DUTIES OF EMPLOYEE

     Employer hereby employs employee as its Chief Executive Officer; employee
hereby accepts such employment. Employee shall perform the duties of Chief
Executive Officer subject to the general supervision and pursuant to the
orders, advice, and direction of the board of directors of employer.
Employee will at all times faithfully, industriously, and to best of his
ability, experience, and talents, perform all of the duties that may be
required of and from employee pursuant to the express and implicit terms of
this Agreement, to the reasonable satisfaction of employer. Employee shall
perform such other duties as are customarily performed by one holding
such position in other, same, or similar businesses or enterprises as that
engaged in by corporation, and shall also render such other and unrelated
services and duties as may be assigned to him from time to time by employer.
Employee will devote a sufficient amount of his time, energy, and skill
during regular and, if necessary, outside of, regular business hours to
such employment. Employee shall perform such services and act in such
executive capacity as the board of directors of employer shall direct.
This Agreement shall not act to bar employee from continuing any other
business activities or professions in which employee is engaged on the
effective date of this agreement nor from undertaking any new business
activities or professions as long as they do not conflict with the
employer's business.  During the term of this Agreement, as set forth
more specifically below, employee will not engage in or provide services
to businesses that compete with that of employer nor take advantage of
any business opportunity that rightfully belongs to employer.

CONTRACT LABOR OPTION

     To the extent permitted federal and state tax and employment laws,
employee shall have the right to direct employer to pay any or all of
the compensation due employee under this agreement to a viable business
entity owned and operated by employee. In this event such entity shall be
deemed employee's "employer" solely for purposes of computing, withholding,
and paying employee's federal and state taxes and related federal and state
employment charges for income paid by employer to employee under this
Agreement. Both the entity and the employee personally, shall guarantee
employee's performance under this Agreement in writing. None of
employee's other personal responsibilities or rights under this Agreement
shall terminate or be modified by virtue of such designation. Employee and
employer will cooperate with each other and promptly execute on demand,
any additional documents necessary to carry out the intent of this provision.
This provision is subject to the explicit condition that either it does not
result in additional expense to employer, or, if it does, employer's
board of directors approves such additional expense on such terms and
conditions as are reasonable.


SECTION FOUR

COMPENSATION

     A. Employee's salary shall be at the rate of One Hundred Fifty Thousand
Dollars ($150,000.00) per year from the effective date of this agreement,
unless increased with the approval of employer's Board of Directors until
the end of the fifth fiscal period of employer ending after the effective
date of this agreement.

EMPLOYEE BENEFIT PLAN

     Employee shall be entitled to participate in any qualified Profit-Sharing
Plan, Employee Stock Plan, Stock Bonus Plan and Pension Plan adopted or
implemented by employer. The administration, contributions, restrictions
and degree of employee participation shall be at the discretion of employer
with approval of employer's Board of Directors.

HEALTH CARE INSURANCE BENEFITS

     Employer shall provide employee with Health Insurance Benefits for
employee and employee's partner. The administration, restrictions,
contributions, insurance carrier, extent of coverage, including, but not
limited to major medical, catastrophic medical, dental, ophthalmology, and
optometry, shall be at the discretion of employer with approval of employer's
Board of Directors.  Health insurance benefits shall terminate sixty days
after the termination of this agreement.


SECTION FIVE

FAILURE TO PAY EMPLOYEE

     The failure of employer to pay employee his or her salary as provided in
Section Four may, in employee's sole discretion be deemed a breach of this
agreement, and unless such breach is cured within thirty days after
written notice to employer, this employment agreement shall terminate,
including the non-competition provisions of Sections Eight and Nine.


SECTION SIX

REIMBURSEMENT FOR EXPENSES

     Employer shall reimburse employee for reasonable out-of-pocket expenses
that employee shall incur in connection with his services for employer
contemplated by this agreement, on presentation by employee of
appropriate vouchers and receipts for such expenses to employer.


SECTION SEVEN

TERMINATION

     A.  In the event Employee should die during the term of this Agreement
employer will pay all sums due and payable to employee under this Agreement,
including without limitation all of the compensation payable to employee
under this Agreement as if employee had not died or been terminated, to
employee's legal representative and thereafter to employee's heirs, through
a period ending Sixty days after employee's date of death. Said sums
shall be paid monthly.  Employee shall be deemed not to be or to have been
in breach of this Agreement, and no payment shall be suspended, withheld
or interrupted for any reason.

     B.  Except as otherwise provided in this agreement, if employee fails
to perform or to comply with any material term or condition of this
agreement and does not undertake reasonable steps to cure such failure to
perform or comply, within Thirty days of receipt of written notice of such
failure to conform or comply, then this agreement may  be terminated on
Sixty days' written notice to employee by employer.  Such notice shall
specify the precise nature of the failure to perform or to comply, shall
contain reasonable suggestions for curing same and specifically warn
employee of the consequences of failure to cure within the thirty day
period.  In the event of merger, acquisition or takeover of employer,
employer guarantees employee a position with the surviving, acquiring,
or ongoing entity that is similar or better in position, at the same or
better compensation, and under the same terms and conditions as are
otherwise set forth in this Agreement.  If the holders of either
the common or the preferred stock of employer acquire and exercise the
right to choose a majority of the board of directors of employer and a
majority of the newly elected board of directors vote to terminate such
employment, it may be terminated upon Ninety days written notice to
employee, but only subject to the following terms and conditions: all sums
due and payable to employee under this Agreement, including without
limitation all of the compensation payable to employee under this Agreement
as if employee had not been terminated for employer's first through fifth
fiscal periods, commencing on the effective date of this Agreement, shall
be paid monthly to employee or such entity as employee designates; employee
shall be deemed not to be or to have been in breach of this Agreement, no
payment shall be suspended, withheld or interrupted for any reason.
Additionally, if employee has performed or complied with all the material
terms and conditions of this agreement, the non-competition provisions of
Sections Eight and Nine shall not apply.

     C. If employee shall fail or be unable to perform the services required
under this agreement, because of any physical or mental infirmity, other
than death and such failure or inability shall continue for three consecutive
months, or for six months during any consecutive twelve-month period, employer
shall have the right to terminate this agreement ninety days after
delivering written notice of such termination to employee; provided,
however, that employee shall continue to receive his full compensation
under this agreement to the date of termination, in spite of any such
infirmity. The non-competition provisions of Sections Eight and Nine shall
continue in effect in spite of such termination of this agreement, but if,
after recovery from such infirmity as evidenced by a medical certificate of
a physician of employer, employer does not choose to hire employee in some
executive capacity, the non competition provisions of Sections Eight and
Nine, if still in effect, shall cease to be operative.

SECTION EIGHT

NON-COMPETITION AFTER TERMINATION

     Employee agrees that, in addition to any other limitation, for a period
of three years after the termination of his employment under this agreement,
except a termination caused by employer in violation of the terms of this
agreement, and unless otherwise specified in this agreement, employee will
not directly or indirectly engage in, or in any manner be connected with
or employed by any person, firm, corporation, or other entity in
competition with employer or engaged in manufacturing, advertising,
designing, promoting, selling, or providing fiscal, or other promotional or
consulting services to any person or entity engaged in a similar business
within the territories of the United States of America. This provision may
be modified in whole or in part, or waived, but only in writing, by
employer with approval of employer's Board of Directors.


SECTION NINE

 SOLICITATION AFTER TERMINATION

     Employee agrees that, in addition to any other limitation, for a period
of three years after the termination of his employment under this agreement,
except a termination caused by employer in violation of the terms of this
agreement, and unless otherwise specified in this agreement, employee will
not, on behalf of himself or on behalf of any other person, firm,
corporation, or other entity, call on any of the customers of employer,
or any of its affiliates or subsidiaries for the purpose of soliciting
and/or providing to any of such customers any manufacturing, advertising,
designing, promoting, selling, fiscal, or other promotional or consulting
services, nor will he, in any way, directly or indirectly, for himself,
or on behalf of any other person, firm, corporation, or other entity solicit,
divert, or take away any customer of employer, its affiliates or its
subsidiaries. This provision may be modified in whole or in part, or waived,
but only in writing, by employer with approval of employer's Board
of Directors.



SECTION TEN

USE OF CONFIDENTIAL INFORMATION

     Employee agrees that, in addition to any other limitation contained in
this agreement, regardless of the circumstances of the termination of
employment, he will not communicate to any person, firm, corporation, or
other entity any information relating to customer lists, prices, design or
details relating to finished products of whatever nature and description
as it relates to the employers business; to include, drawings,
specifications and processes, nor employer's proprietary and trade secrets,
advertising, nor any confidential knowledge or secrets that employee might
from time to time acquire with respect to the business of the employer, or
any of its affiliates or subsidiaries.

SECTION ELEVEN

 INJUNCTIVE RELIEF

     Employee hereby acknowledges that the services to be rendered under
this agreement are of a unique, special, and extraordinary character that
would be difficult or impossible for employer to replace, and by reason of
such difficulty, employee hereby agrees that for violation of any of the
provisions of this agreement, employer shall, in addition to any other
rights and remedies available under this agreement, at law or otherwise,
be entitled to an injunction to be issued by any court of competent
jurisdiction enjoining and restraining employee from committing
any violation of this agreement, and employee hereby consents to
the issuance of such injunction.


SECTION TWELVE

 COMMUNICATIONS TO EMPLOYER

     A. From the time this agreement commences until the termination of this
agreement, employee shall communicate and channel to employer all knowledge,
business, and customer contacts and any other matters of information that
could concern or be in any way beneficial to the business of employer,
whether acquired by employee before or during the term of this agreement;
provided, however, that nothing under this agreement shall be construed as
requiring such communications where the information is lawfully protected
from disclosure as a trade secret of a third party.

     B. Any such information communicated to employer as stated above shall
be and remain the property of employer, in spite of the subsequent
termination of this agreement.


SECTION THIRTEEN

TERMINATION BY EMPLOYEE

     If employer shall cease conducting its business, take any action looking
toward its dissolution or liquidation, make an assignment for the benefit of
its creditors, admit in writing its inability to pay its debts as they
become due, file a voluntary or be the subject of an involuntary petition
in bankruptcy, or be the subject of any state or federal insolvency
proceeding of any kind, then the employee may, in his sole discretion, by
written notice to employer, terminate his or her employment and employer
hereby consents to the release of employee under such  circumstances and
agrees that if employer ceases to operate or to exist as a result of such
event, the non-competition and other provisions of Sections Nine through
Eleven of this agreement shall terminate.


SECTION FOURTEEN

 BINDING EFFECT

     This agreement shall be binding on and shall inure to the benefit of
any successor or successors of employer and the personal representatives
of employee.



SECTION FIFTEEN

LAW TO GOVERN CONTRACT

     It is agreed that this agreement shall be governed by, construed, and
enforced in accordance with the laws of the State of California.


SECTION SIXTEEN

ENTIRE AGREEMENT

     This agreement shall constitute the entire agreement between the parties
and any prior understanding or representation of any kind preceding the date
of this agreement shall not be binding upon either party except to the
extent incorporated in this agreement.

SECTION SEVENTEEN

MODIFICATION OF AGREEMENT

     Any modification of this agreement or additional obligation assumed by
either party in connection with this agreement shall be binding only if
evidenced in writing signed by each party or an authorized representative
of each party.


SECTION EIGHTEEN

NO WAIVER

     The failure of either party to this agreement to insist upon the
performance of any of the terms and conditions of this agreement, or the
waiver of any breach of any of the terms and conditions of this agreement,
shall not be construed as thereafter waiving any such terms and conditions,
but the same shall continue and remain in full force and effect as
if no such forbearance or waiver had occurred.


SECTION NINETEEN

 ATTORNEY FEES

     In the event that any action is filed in relation to this agreement,
or any dispute between employer or its assigns and successors in interest,
and employee and his heirs assigns and successors in interest, arises out
of the subject matter of this agreement, the parties hereby waive any
provision of applicable law entitling any party to any attorney's fees
and costs and hereby specifically agree that each party shall bear their own
attorney's fees and costs.

SECTION TWENTY
NOTICES

     Except as otherwise provided herein, any notice provided for or concerning
this agreement shall be in writing and shall be deemed sufficiently given
when sent by certified or registered mail if sent to the respective
address of each party as set forth in the official records of the corporation.



     In witness whereof, each party to this agreement has caused it to be
executed at Ventura County, California on the date indicated below.

DATED: October 31, 1999

Employer

STRATEGIC PARTNERS, INC.

By:____/s/ Gerald Bench_________________________
     Gerald Bench, Chief Financial Officer


Attest:___/s/ Trish R. Francis___________________________
     Trish R. Francis, Secy.
                                             [Seal]

Employee


By        /s/ Frank J. Weinstock

     Frank J. Weinstock