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                                                                  EXHIBIT 10.11


                       Letter of Intent for Joint Venture
                                    Between
                     Integrated Communication Network, Inc.
                                      And
                    Global Industry Development & Trade Ltd.


Effective June 1st 1999, Integrated Communications Network Inc. (ICN) and Global
Industry Development & Trade Ltd. (GIDT) (sometimes hereinafter referred to as
the "parties") enter into this letter of intent, for the purpose of formulating
a Joint Venture as set forth below.

The parties shall enter into a Joint Venture for the purpose of developing a
unique call center business in the United States, utilizing a global call
center infrastructure based on a unique business approach developed by Jonathan
Rosenberg. This approach utilizes the latest available switching and
compression technologies in conjunction with low-cost, offshore personnel, as
described in a confidential business plan summary forwarded to ICN by Jonathan
Rosenberg.

The parties have agreed to the following:

1.  The parties will register a new corporation for the purpose of this Joint
    Venture by the name of Internet Call Centers Inc. (ICCI), of which 60% of
    the shares will be owned by PhoneXchange Inc., and 40% will be owned by
    Global Industry Development & Trade LTD (GIDT).

2.  The funding for all related hardware and software related equipment,
    including, but not limited to, switching, compression, computer and CSR
    stations will be infused through a Joint Venture with a European-based
    group of investors.

3.  The intent of the parties is to sell call center services around the
    country either through newly acquired call center entities or directly to
    the end users, i.e. thousands of companies in diverse industries having
    customer service requirements which are paying anywhere between $0.70-$0.90
    per minute for CSR in-bound services.

4.  The responsibility of the JV partners has been identified as follows:

    Global Industry Development & Trade LTD - will act as the developing
    partner and will assist PhoneXchange Inc. will all aspects of developing
    the required implementation strategy for this project in order to bring it
    to a successful operational start.

    ICN - will be responsible for all setup, installation and operating issues
    during the development period and after.

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5.   During the development period, starting with the confirmation of funding,
     which is expected to last approximately 6 months, ICN will pay GIDT a
     monthly retainer of $12,500, payable at the first of every month. This sum
     will cover all out-of-pocket expenses that GIDT may incur. This retainer
     obligation on behalf of ICN will be for a minimum period of 6 months,
     commencing July 1st 1999.

6.   The parties have agreed that, subject to the successful implementation of
     this project and once the company is fully operational and generating
     inbound traffic, ICCI will enter in to a 3-year employment contract with
     Jonathan Rosenberg to act as the company's President to be involved
     strictly in growth strategy and M&A activities, with a compensation package
     which will include $350,000 annual salary plus 4% of the EBIT as defined by
     GAAP.

7.   The parties agree to keep this agreement - strictly confidential.

The parties intend to enter into a definitive agreement as soon as possible.
Until the execution of the definitive agreement, this agreement will constitute
as a binding agreement between the parties, governed by the laws of the state
of New York.

AGREED:

Integrated Communications              Global Industry Development
Networks Inc.                          & Trade Ltd.

BY: /s/ [signature illegible]          BY: /s/ [signature illegible]
    -------------------------              -------------------------
Authorized Signature                   Authorized Signature

    President                              Chairman
-----------------------------          -----------------------------
Title                                  Title

    June 21, 1999                          July 19, 1999
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Date                                   Date