EXHIBIT INDEX

         Exhibit
         Page

         (4.1)  Letter  agreement  dated March 6, 2001,  between BAC  Consulting
         Corporation and Key Card Communications, Inc.

                                       4


                           BAC CONSULTING CORPORATION
                            19900 MacArthur Boulevard
                                    Suite 660
                            Irvine, California 92612
                            Telephone: (949) 851-9800
                            Facsimile: (949) 851-0159

                                  March 6, 2001

Steve May, President
Key Card Communications, Inc.
5969 Cattleridge Blvd., Suite 200
Sarasota, FL 34232

         Re:      Acquisition of Fighton Succession Corporation

Gentlemen:

         By this  letter,  we evidence  the terms of the  agreement  pursuant to
which  Key Card  Communications,  Inc.  ("Purchaser")  agrees  to  purchase  the
majority  of   outstanding   shares  of  common  stock  of  Fighton   Succession
Corporation,  a  California  corporation  (the  "Company")  from  the  Company's
majority shareholder, BAC Consulting Corporation ("Seller"). Our agreement is as
follows:

         1. Purchase and Sale. Purchaser agrees to purchase and Seller agrees to
sell, substantially all of the outstanding shares of the Company, subject to the
terms and conditions of this agreement.

         2. Purchase Price.  The purchase price shall be in the form of cash and
stock as follows:

         [Confidential Information Redacted]

         3. Payment  Terms.  The purchase price shall be due and payable (each a
"Due Date") as follows: [Confidential Information Redacted]

         4.  Transfer of Stock.  Notwithstanding  paragraph  3 above,  Purchaser
acknowledges  that the  transfer of stock as  contemplated  in paragraph 1 above
will not take place until BAC has received  [Redacted]  Payment.  Despite  BAC's
transfer of such stock,  nothing  contained herein shall relieve  Purchaser from
paying the entire Cash Payment as set forth in paragraph 3 above.

         5. Filing of 8-K. Upon the full execution of this letter agreement, BAC
agrees to prepare and file an 8-K related to the contemplated transaction.

         6. Post-Filing  Reports.  Once the  aforementioned  8-K has been filed,
Purchaser  agrees that it shall be responsible,  financially and otherwise,  for
filing all periodic reports necessary for the Company (e.g.,  10-Q, 10-K, etc.),
including the  preparation of any necessary  audits needed in  association  with
such reports.
                                       5


         7.  Condition of Company.  Seller  represents and warrants to Purchaser
that the Company is free and clear of all debts and  encumbrances of any kind or
nature,  is a reporting  company in accordance  with the Securities and Exchange
Act of 1934,  as amended,  as of the  closing  date,  [Confidential  Information
Redacted] and such other Key Card Communications reasonable  representations and
warranties that may be required.

         8.  Closing  Date.  The closing date shall be the date not later than 5
days after the payment in full of any outstanding balance of the purchase price.
Unless extended in writing,  the closing date shall occur on or before September
1, 2001.

         9. Binding.  This letter agreement  constitutes a binding  agreement on
the parties hereto, and may only be modified and amended in writing.

         10. Due Diligence.  Purchaser  shall be entitled to conduct any and all
reasonable due diligence on the Company it so desires.

         11. No Representation of Seller.  Purchaser and Seller acknowledge that
certain of Seller's  officers  are  principals  in a law firm that has  provided
legal services to Purchaser's predecessor. Purchaser acknowledges that purchaser
has been  advised to obtain  independent  legal  counsel in the  purchase of the
Company and that  neither  Seller nor any  officers of Seller or any related law
firms are providing any legal  services to Purchaser  prior to the closing date.
Purchaser  acknowledges  that Purchaser may engage a law firm with which certain
of Seller's  officers are also  affiliated to complete  subsequent  registration
statements,  an 8-K concerning the merger of the Company or change of control of
the Company,  and quarterly and annual  reports as they may become due. The fees
for such services are not included in the purchase price and shall be billed and
paid in accordance with a separate agreement.  Purchaser hereby acknowledges the
possible conflict of interest and waives any potential  conflict by execution of
this  agreement.  If Seller's  counsel so  advises,  Purchaser  shall  execute a
separate acknowledgment, waiver and consent in accordance with the terms of this
agreement.

         12.  Miscellaneous.  Any  disputes  arising  out of this matter will be
resolved exclusively in Orange County, California. The prevailing party shall be
entitled to recover its attorneys' fees and costs. Time is of the essence in all
matters concerning this agreement.

                                      * * *

                                       6


         If the foregoing accurately represents our agreement, please sign where
indicated below.

                                             Very truly yours,

                                             BAC CONSULTING CORPORATION



                                             By: /s/ Patrick R. Boyd
                                             --------------------------------
                                                     Patrick R. Boyd, Secretary

ACKNOWLEDGED AND AGREED TO
AS OF FEBRUARY ____, 2001 BY:

KEY CARD COMMUNICATIONS, INC.



By: /s/ Steve May
   --------------------------
   Its: President
        ---------------------

                                       7