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Executive Employment Agreement - Inc. and Allen R. Winder

                                  AMENDMENT TO

into  effective  June 28, 2001 by and between,  Inc.,  a Nevada
corporation (the "Company"), and Allen R. Winder ("Executive").

     WHEREAS,  the Company and Executive  are parties to that certain  Executive
Employment Agreement dated March 6, 2001 ("Agreement");

     WHEREAS, the Company and Executive desire to amend the Agreement solely for
the purpose of  amending  certain  provisions  relating  to  Executive's  title,
supervision, and cash compensation;

     NOW,  THEREFORE,  in  consideration  of the mutual  promises and  covenants
contained  in this  Amendment,  the  Company  and  Executive  hereby  amend  the
Agreement as follows:

1.   Section II.A.  of the  Agreement is hereby  amended and restated to read as

     Executive  shall be employed by the  Company in the  position of  Executive
     Vice   President  and  Chief   Operating   Officer,   and  shall  be  given
     responsibilities commensurate with his position, which responsibilities may
     change as business needs and market conditions change from time to time.

2.   Section II.B.  of the  Agreement is hereby  amended and restated to read as

     During the  Employment  Period,  Executive  shall devote his full  business
     time,  best  efforts,  abilities,  energies  and  skills to the good  faith
     performance of his duties and responsibilities hereunder, and shall perform
     said  duties and  responsibilities  at all  reasonable  times and places in
     accordance  with  reasonable  directions  and  requests  made by the  Chief
     Executive Officer or President consistent with Executive's position and the
     Company's business needs. During the Employment Period, except with respect
     to  Executive's  current  investment  activity as  disclosed to the Company
     prior  to the  date  hereof,  Executive  shall  not  engage  in  any  other
     employment,   business,  or  business  related  activity  unless  Executive
     receives the  Company's  prior written  approval  from the Chief  Executive
     Officer or  President  to hold such  outside  employment  or engage in such
     business or activity,  which  written  approval  shall not be  unreasonably
     withheld if such outside employment,  business or activity would not in any
     way be competitive with the business or proposed business of the Company or
     otherwise  conflict  with  or  adversely  affect  in  any  way  Executive's
     performance under this Agreement.

3.   Section  III.A.  of the Agreement is hereby amended and restated to read as

     Executive  shall be paid a base salary at a rate of $300,000.00  per annum,
     together with an automobile  allowance of $1,000 per month, and a mobile or
     cellular  phone  allowance  of up to $300 per month.  Such  rates  shall be
     subject to review and change by the Company, in its discretion from time to
     time,  generally on an annual basis.  Executive's base salary shall be paid
     at periodic  intervals in accordance with the Company's  payroll  practices
     for salaried employees.

4.   Any and all  references in the  Agreement to  Executive's  "supervisor"  or
     "direct  supervisor"  shall be deemed to mean the Company's Chief Executive
     Officer or President.

5.   Except as amended hereby,  the Agreement shall remain  unaffected,  in full
     force and effect, and enforceable against each party in accordance with the
     terms thereof.

IN WITNESS WHEREOF, the parties acknowledge that they have read,  understood and
have executed this Amendment below and agree to be bound by its terms.

Dated: ___________________________, Inc.

                                     By _______________________________________



                                     Allen R. Winder

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