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                                                                    Exhibit 10.6

December 2, 1999


Mr. Robert Snyder
President/CEO
AlphaCom Communications
1035 Rosemary Blvd., Suite I
Akron, Ohio 44306

Ref:    Amended and Restated Retainer Agreement
        Dated November 27, 1998

Sub:    International Consulting Agreement

Client: AlphaCom Communications

Dear Robert;

This letter confirms the terms and conditions upon which Mr. Bob Snyder,
President of the above mentioned Company agrees to appoint International Techno
Marketing, Ltd., and/or its assigns as representative herein referred to as ITM,
its exclusive agent with respect to the development of the Company's request to
produce International sales and marketing activities. ITM shall perform services
as requested by Robert Snyder.

ITM shall serve as the International Consultant for the Company and advise as
requested on such matters as economic development, design and implement
strategies for International development, market research, due diligence,
licensing, product and service marketing/sales programs, USA government agency
support and International credit enhancements and contract negotiations.

In consideration of the above services the Company agrees to the following:
         The Chief Executive Officer of ITM or his assigns will be given the
title of Director of International affairs for the Company. Upon completion of
an IPO, the Company agrees to negotiate an employment contract with ITM for the
position of Director of International Affairs.

FEES:
-----

Upon signing this binding agreement, the Company shall agree to remit Twenty
Thousand Dollars (US$20,000.00) and Twenty Thousand (20,000) shares of the
Company's Common shares (144 stock) to Jack Craciun/ITM as a token retainer
payment. The cash payment will be due and payable by the Company immediately
upon the completion of any Interim financing arrangement originated through the
efforts of ITM.

Upon signing this binding agreement, the Company will remit to Jack Craciun/ITM
US$1,000 cash per week (minimum required cash payment per week - $300.00), and
1,000 shares of the Company's Common shares per week. The accrued cash payment
will be due and payable by the Company immediately upon the completion of an
IPO. These payments are to begin on Friday December 4, 1998 and will continue
for a two year period. The Company and ITM may agree at any time during the term
of this agreement that the Company may issue any or all of the balance of shares
due ITM pursuant hereto, in advance, based upon the performance of ITM. The
share disbursement list is hereto attached as Exhibit A.

Any out of pocket expenses will be paid for by the Company on a pre approved
basis.

RENEWALS:
---------

This Agreement is automatically renewed subject to the Termination clause of
this consulting agreement.


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TERMINATION:
------------

ITM's engagement herein may be terminated at anytime by the Company upon thirty
(30) days' prior formal written notice thereof to ITM, after completion of the
first year payment terms described in the Fee section of this agreement.
However, (a) any termination or completion of ITM's engagement herein shall not
affect the Companies continuing obligation to indemnify ITM as provided above
and (b) if any structured licensing, sales program, etc. are still ongoing,
within twelve (12) months of the termination of this agreement, the Company will
continue to pay, ITM the fees stated herein.

Should ITM's engagement herein be terminated at any time by the Company, as
provided for herein, the Company irrevocably and unconditionally agrees to abide
by the Termination Clause and that such termination is not used as a means to
avoid payment to ITM of all fee income due and owing as provided for herein.

If the Company employees Jack Craciun as Director of International Affairs, as
discussed elsewhere herein, this consulting agreement is automatically
terminated.


ARBITRATION:
------------

This agreement, which incorporates the entire understanding with respect to the
engagement of ITM by the Company, shall be governed by and construed and
enforced in accordance with the laws of the State of Ohio as may be applicable
to the contracts made and to be performed in the State of Ohio, notwithstanding
the fact that ITM is neither a corporation resident not doing business in the
State of Ohio. Any dispute or controversy between the party's hereto arising out
of or related to the endorsement of this agreement shall be settled by final
binding arbitration to take place in the State of Ohio.

The Company and ITM shall appoint one (1) arbitrator and the two (2) arbitrators
shall jointly appoint a third (3rd), neutral arbitrator, and the three (3)
shall hear and determine any claim in accordance with the rules of the American
Arbitration Association.

DISCLAIMER:
-----------

The Company agrees that nothing contained herein shall constitute a commitment
to underwrite, purchase or place securities related to any project financing and
that any financing activity requested to ITM by the Company shall be undertaken
on a best efforts basis only.

STANDARD OF CARE:
-----------------

ITM and the Company shall only be chargeable with the exercise of good faith in
carrying out the provisions, terms and conditions stipulated herein. It is
agreed that neither party shall incur any liability except for willful gross
misconduct or gross negligence so long as they have acted in good faith. Neither
party shall be bound by any modifications, amendments, termination,
cancellations, recessions or suppressions of this agreement unless the same is
in writing and signed by the parties hereto.

All agreements shall be executed in original hard copy form.

Please confirm that the foregoing is in accordance with your understanding and
agreement with ITM by signing and returning the document to the undersigned.

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CONFIDENTIALITY:
----------------

The Company shall supply ITM with any relevant non-financial information
reasonably requested by ITM in connection with International Operations. The
Company acknowledges that, in performing its services, ITM shall be relying on
information supplied to it by the Company (collectively referred to as
"information") and that ITM shall not assume responsibility for the accuracy and
completeness of the information, nor shall ITM undertake to independently verify
the information. All information supplied by the Company to ITM shall be deemed
private, insider information and strictly confidential and the property of the
Company.

Such private, insider information and strictly confidential non-financial
information may be given to ITM associates at ITM's own risk. Any financial
information obtained by consultant while on the premise of the Company SHALL NOT
be passed on to any associate, potential investors etc. Any information provided
by ITM to outsiders, must first be approved in writing by the CFO of the
Company.

DISCLOSURE:
-----------

The Company shall be solely responsible for the preparation of any disclosure
documents in any license, products and/or services, related to the project and
represent that such documentation will not contain any untrue statement of any
material fact, nor will the Company omit to state material facts such as to make
said documentation misleading, in light of the circumstances within which such
documents are proffered.

INDEMNIFICATION:
----------------

The Company and ITM hereby agree to indemnify each other and hold each other
harmless within the meaning of Section 15 of the U.S. Securities Act of 1933, as
amended, or Section 20 of the U.S. Securities Exchange Act, as amended, so as to
hold each Indemnified Person harmless from and against any and all losses.
Liabilities, claims, damages and expenses of legal counsel relating to or
arising from any untrue statement or alleged untrue statement of a material fact
or information taken out of context, whether oral or written, contained in any
offering memorandum or any information or other documentation made available to
outsiders.

Notwithstanding the foregoing, the Company and ITM shall not be obligated to
indemnify any Indemnified Person covered above, with respect to any claim,
liability, loss, damage or legal expense that is finally judicially determined
to have arisen primarily from any action or failure to act by such Indemnified
Person (other than an action or failure to act undertaken at the request of the
Company and ITM or with the consent of the Company and ITM) constituting willful
misconduct or negligence.

The foregoing agreement shall be in addition to any rights that any indemnified
Person may have at common law or otherwise, including but not limited to any
rights of contribution, shall remain in full force and effect after and shall
survive any termination or expiration of the terms and conditions of this
agreement or the completion of the services of any Indemnified Person.

NON-CIRCUMVENTION:
------------------

The Company agrees that all individual, corporate and banking introductions,
documentation, knowledge, skill and experience made by ITM have been developed
by ITM for the benefit of any qualified Applicant Client including, but not
limited to the Company and as such the Company, unconditionally agree not to
circumvent ITM for the duration of this agreement as a means to avoid making fee
payments to ITM if closure and settlement is made. ITM agrees that contact with
individuals or companies provided to ITM by the Company, for the purpose of a
possible agreement, shall not be used by ITM to further any non-AlphaCom
related Applicant Client.

Should ITM's engagement herein be terminated at any time by the Company, as
provided for herein, the Company irrevocable and unconditionally agrees to abide
by the Non-circumvention clause for a period of five years.

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Yours sincerely,                      ALPHACOM COMMUNICATION
By: /s/ Jack Craciun III              By: /s/ Robert Snyder
Mr. Jack Craciun III                  Mr. Robert Snyder
Chairman/CEO                          President and CEO
ITM Group

Dated 12/5/99                         Dated 12/10/99
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