Agreement to Extend EXHIBIT 10.1

                                  EXHIBIT 10.1

                               Agreement to Extend



EXHIBIT 10.1


                               Agreement to Extend


         The parties hereby agree to extend the Agreement and Plan of
Reorganization for an additional 30 days.

BAYVIEW CORPORATION                                           XPENTION

/s/ Xxxxx Xxxxxx                                     /s/ Xxxxx Xxxxxxxx
----------------------------                         --------------------------
Xxxxx Xxxxxx as attorney-in-                         Xxxxx Xxxxxxxx
fact for Xxxx Xx