Exhibit 10.4

                              CONSULTING AGREEMENT

          THIS  AGREEMENT  is  effective  the  2nd day of November, 2002, by and
between  ITS  Networks  Inc.  (the  "Company"),  and  Nicholas  Bruemmer  (the
"Consultant").

          WHEREAS,  the  Company has expressed its desire to retain the services
of  the Consultant, as a consultant, subject to the terms and conditions herein;

          NOW THEREFORE, in consideration of the mutual covenants and agreements
hereinafter  set  forth,  the  parties  hereto  agree  as  follows:

          1.  Scope  of  Agreement.  The  Company  hereby  retains  the
Consultant,  subject  to the terms and conditions of this Agreement.  During the
term  of  this  Agreement, Consultant represents, warrants and covenants that he
will devote his full-time best efforts in the perfor-mance of his duties, as set
forth herein, to the sales and marketing of the Company's telephone products and
services.

          2.  Term.  The  term  of  this  Agreement  shall  be  a  period  of
thirteen  (13) months from the date of this Agreement.  After such initial term,
this  Agreement  shall continue month-to-month unless terminated by either party
by  providing  60 days prior written notice to the other party.  Ter-mination of
this Agreement by the Company or the Consultant will not affect the right of the
Consultant  to receive the compensation to which he is entitled pursuant to this
Agreement.

          3.  Duties.  It  shall  be  the  responsibility  of  the Consultant to
advise the Company regarding the sales and  marketing of the Company's telephone
products  and  services  on  a  full-time  basis

          4.  Compensation.  Compensation  to  the  Consultant  for  providing
services  to  the  Company  described  in Paragraph 3 of this Agreement shall be
10,000.  There  is  additional  variable  compensation  which  is  subject  to
performance  criteria  which  will  be  defined  by  management.

          5.  Expenses.  The  Company  shall  promptly  reimburse and/or advance
funds to the Consultant upon his request for expenses incurred or to be incurred
on  behalf  of  Company on a fully accountable basis, such as air travel, hotel,
entertainment, meals, telephone, overnight delivery, and other direct costs.  It
is  understood  and  agreed  that all air travel tickets will be pre-paid by the
Company  upon  request.

          6.  Working  Facilities.  The  Consultant  shall  be  solely
responsible  for  his  own  office  facilities,  secretarial help and such other
facilities  and  services  as  he  may  require to perform his duties under this
Agreement.

          7.  Status  as  Independent  Contractor.  Consultant  acknowledges
that  he is an independent contractor and not an employee, servant, or agent for
all  purposes  under  state  and federal law, including state and federal income
tax,  F.I.C.A.,  etc.  The  Company  is  interested  only  in  the  results  of
Consultant's  efforts;  the manner, the details, and the means of conducting his
work  are  Consultant's  sole  responsibility.

          8.  Confidentiality.  During  the  term  of  this  Agreement,  the
Consultant may have access to and gain knowledge of the lines of business of the
Company,  particularly  information concerning trade secrets, trade information,
business  methods,  sales  stan-dards,  processes  and  techniques,  financial
information, sales prospects, customer lists, or other valuable and confidential
information.  The  parties  acknowledge  that  unauthori-zed  disclosure, use or
misuse  of  the above described confidential information could cause harm to the
Company.  The  Consultant agrees that except as required by his duties on behalf
of  the  Company,  he  will not use or disclose to anyone at any time, during or
after  termination  of  this Agreement, any confidential information obtained by
him  in  the  course  of his activities on behalf of the Company.  This includes
without limitation, infor-mation relating to customers of the Company, financial
information,  business  methods  and/or  information  relating  to the sales and
marketing  of  the  products  and/or  services  of  the  Company.

          9.  Entire  Agreement.  This  Agreement  contains  the  entire
Agreement  of  the  parties.  This  Agreement  supersedes  all  other agreements
whether  oral  or in writing heretofore made or existing between the Company and
the  Consultant  relating  to  Consultant's  association  with  the  Company.

          10.  Counterparts.  This  Agreement  may  be  simultaneously  executed
in  one  or more counterparts, each of which shall be deemed an original and all
of  which  shall  constitute  one  and  the  same  Agreement.

          11.  Captions,  Headings,  and  Paragraph  Titles.  All  captions,
headings,  and  paragraph  titles of this Agreement are for convenience only and
are  not  to  be  otherwise  used  for  interpretation  or  defining  any of the
provisions  hereof.

          12.  Miscellaneous.  All  of  the  conditions  of  the  Consultant's
relationship  to  the Company are set forth in this Agreement and/or Addendum(s)
hereto.  No  modification  of  this  Agreement or Addendum hereto shall be valid
unless  made  in  writing  and  signed  by the parties.  This Agreement shall be
construed  in  accordance  with  the  laws  of  the  State  of  California.

          13.  IN  WITNESS  WHEREOF,  the  parties  have executed this Agreement
as  of  the  date  first  above  written.

ITS  NETWORKS  INC.                         CONSULTANT:

By:   /s/  Gustavo  Gomez                    By:   /s/  Nicholas  Breummer
      --------------------------------             -----------------------------
      Gustavo  Gomez,  President                   Nicholas  Breummer