ADDENDUM NO. 1 TO EXCHANGE AGREEMENT

FOR GOOD AND VALUABLE CONSIDERATION, the receipt of which is hereby accepted and
acknowledged,  by and between The Bauer Partnership, Inc. ("Bauer") and Finder's
Keepers Inc. ("Finders") as defined in the Exchange Agreement, the parties agree
as follows:

     (1) Bauer and Finders are in the process of closing the Exchange  Agreement
and wish to make some modifications to the Exchange Agreement;

     (2) The  capitalization of Bauer has changed and Bauer will have 30,918,000
shares of its common  stock  issued  and  outstanding  at Closing  and the Bauer
Shareholders  will  receive  30,918,000  shares of Finders in exchange for their
shares of Bauer at Closing.

     (3) Bauer has agreed to issue an additional  750,000 shares subject to Rule
144 to the  controlling  shareholders  of Finders at Closing such that the total
number of shares of common stock of Finders  shall be 4,064,206  shares prior to
the issuance of shares to the Bauer Shareholders.

     (4) Section 4.07 of the Exchange Agreement is modified to read that Finders
shall increase its board of directors to five (5) persons with F. Bryson Farrill
designated  as the  Chairman  of the Board and Ronald J. Bauer,  Dr.  Jacques L.
Fischer,  Joseph T. Bauer,  and Geoffrey Button  designated as additional  board
members.

     (5) Section 6.08 of the Exchange  Agreement is modified to read as follows:
Lockup.  Stockholders of Finders owning approximately 1,500,000 freely tradeable
shares at the  Closing  shall  agree for  $10.00  and  other  good and  valuable
consideration  that for a period of 120 days (the "Lockup Period") from Closing,
the Finder  stockholders  will not without the prior  written  consent of Bauer,
directly or indirectly, offer for sale, sell, assign, pledge, issue, distribute,
grant any option or enter into any contract for sale of or otherwise  dispose of
(any such action being hereafter  referred to as a "Transfer") more than 250,000
of the aggregate shares of Finders or an aggregate of 208,333, in any one of the
following four (4), one (1) month periods that  hereinafter  comprise the Lockup
Period. The Finder stockholders agree to send their stock certificates  covering
the  securities  subject to the  Lockup to  Finder's  transfer  agent so that an
appropriate  legend can be placed on the  securities.  Bauer  agrees to have its
counsel send a legal  opinion to the transfer  agent within five days of Closing
covering the Lockup Period.

     Unless specifically modified by this Agreement, all terms and conditions of
the Exchange  Agreement shall remain in full force and effect.  Dated:  November
29, 2001

The Bauer Partnership, Inc.

By:     /s/ Ronal J. Bauer
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      Ronald J. Bauer, Chief Executive Officer

Finders Keepers Inc.

By:     /s/ Nathan Drage
    --------------------------------------------
      Nathan Drage, Counsel