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                                                                    Exhibit 10.6

                           SANDS BROTHERS & CO., LTD.
                               INVESTMENT BANKERS

                                   MEMBER NYSE

       NEW YORK                                             SAN FRANCISCO

       --------                                                -------
    90 PARK AVENUE                                         455 MARKET STREET
  NEW YORK. N.Y 10016                                   SAN FRANCISCO, CA 94105
  TEL: (212) 697-5200                                     TEL: (415) 836-6000
TOLL FREE: (800)866-6116                               TOLL FREE: (888) 866-6116
  FAX: (212) 697-9090                                     FAX: (415) 543-5581
E-Mail: MGHSANDS@AOL.COM
  WWW. SANDSBROS. COM

MARK G. HOLLO
Managing  Director

                                                      March 6, 2000

FoneCash, Inc.
90 Park Avenue, Suite 1700
New York, N.Y 10016

Attn: Daniel E. Charboneau Chairman/CEO

Dear Mr. Charboneau:

This is to confirm our understanding that Sands Brothers & Co., Ltd. (`Sands
Brothers") has been engaged as the exclusive financial adviser and consultant to
FoneCash, Inc., its successors, assigns, subsidiaries and affiliates
(collectively the "Company") with respect to corporate finance, merger and
acquisition and financial services matters, for a three year period commencing
with your acceptance of this agreement.

For purposes of this agreement, the term "Acquisition Transaction" means (i) any
merger, consolidation, reorganization or other business combination pursuant to
which the businesses of a third party are combined with that of the Company,
(ii) the acquisition, directly or indirectly, by the Company of all or a
substantial portion of the assets or common equity of a third party by way of
negotiated purchase or otherwise or (iii) the acquisition, directly or
indirectly, by a third party of all or a substantial portion of the assets or
common equity of the Company by way of negotiated purchase or otherwise. In
addition, for purposes of this agreement, the term "Financing Transaction" means
a public offering, private placement, institutional financing, syndication or
other sale of equity or debt securities of the Company or other on-balance sheet
or off-balance sheet corporate finance transaction of the Company.

For purposes of this agreement, the term "Business Transactions" shall mean
joint ventures, strategic alliances and partnerships, licensing and royalty
arrangements, value added customers and clients and other similar business
enhancing agreements ("Business Transactions" and Acquisition Transactions, are
collectively "Transactions").


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FoneCash, Inc
March 6, 2000
Page 2


      A.   FINANCIAL ADVISORY SERVICES

The Company hereby retains Sands Brothers to perform consulting services related
to corporate finance and financial service matters. In this regard, Sands
Brothers shall devote such reasonable business, time and attention to matters on
which the Company shall request its services, as shall be determined by Sands
Brothers in its discretion. All services shall be rendered by Sands Brothers in
New York City unless otherwise determined by Sands Brothers. The fee for such
services shall be an initial payment of $12,000 and $12,000 per calendar quarter
in advance, commencing on March 1, 2000, in addition to any other compensation
and reimbursement of expenses described here in. Anything contained herein to
the contrary notwithstanding, in Sands Brothers' sole discretion, such fee may
be paid in warrants and/or shares of capital of the Company upon such terms and
conditions as may be mutually agreed upon.

During the term of this agreement, Sands Brothers shall provide the Company with
such regular and customary financial advisory services as is reasonably
requested by the Company, provided that Sands Brothers shall not he required to
undertake duties not reasonably within the scope of the financial advisory
services in which it is generally engaged. [n performance of its duties, Sands
Brothers shall provide the Company with the benefits of its best judgment and
efforts. It is understood and acknowledged by the parties that the value of
Sands Brothers' advice is not measurable in a quantitative manner, and Sands
Brothers shall be obligated to render advice, upon the request of the Company,
in good faith, as shall be determined by Sands Brothers, but shall not be
obligated to spend any specific amount of time in doing so. Sands Brothers'
duties may include, but will not necessarily be limited to:

       (i) advice regarding formation of corporate goals and their
       implementation;

       (ii) advice regarding the financial structure of the Company, its
       divisions or subsidiaries or any programs and projects undertaken by the
       Company;

       (iii) advice regarding the securing, when necessary and if possible, of
       financing (other than with respect to a Financing Transaction

       (iv) advice regarding corporate organization, personnel and selection of
       needed specialty skills; and

       (v) review of possible joint venture, merger, acquisition or similar
       proposals for the Company (other than with respect to an Acquisition
       Transaction).

The Company acknowledges that Sands Brothers or its affiliates are in the
business of providing financial advisory services (of all types contemplated

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FoneCash, Inc.
March 6, 2000
Page 3


by this agreement) to others. Nothing herein continued shall be construed to
limit or

restrict Sands Brothers in conducting such business with respect to others, or
in rendering such advice to others.

The Company recognizes and confirms that Sands Brothers in acting pursuant to
this engagement will be using information in reports and other information
provided by others, including, without limitation, information provided by or on
behalf of the Company, and that Sands Brothers does not assume responsibility
for and may rely, without independent verification, on the accuracy and
completeness of any such reports and information. The Company hereby warrants
that any information relating to the Company that is furnished to Sands Brothers
by or on behalf of the Company will be fair, accurate and complete and will not
contain any material omissions or misstatements of fact. The Company agrees that
any information or advice rendered by Sands Brothers or its representatives in
connection with this engagement is for the confidential use of the Company' s
Board of Directors and the Company's professional advisors only in their
evaluation of the matters for which Sands Brothers has been engaged and, except
as otherwise required by law, the Company will not and will not permit any third
party to disclose or otherwise refer to such advice or information in any manner
without Sands Brother's prior written consent.

B. TRANSACTIONS

In connection with a proposed Acquisition Transaction, Sands Brothers financial
advisory services may include the following: (i) assistance in the evaluation of
a third party from a financial point of view, (ii) assistance and advice with
respect to the form and structure of the Acquisition Transaction and/or the
financing thereof, (iii) assistance in conducting discussions and negotiations
regarding an Acquisition Transaction and (iv) providing other related financial
advice and assistance as the Company may reasonably request in connection with
an Acquisition Transaction.

In connection with a proposed Business Transaction, Sands Brothers' services may
include the following: (i) assistance in the location of a third party to enter
into a Business Transaction, (ii) assistance and advice with respect to the form
and structure of the Business Transaction, (iii) assistance in conducting
discussions and negotiations regarding an Business Transaction and (iv)
providing other related business advice and assistance as the Company may
reasonably request in connection with a Business Transaction.

For purpose of this agreement, "Consideration" means the aggregate value,
whether in cash, securities, assumption (or purchase subject to) of debt or
liabilities (including, without limitation, indebtedness for borrowed money,
pension liabilities and guarantees), license fees, royalty fees, joint venture
interests or other property, obligations or services, paid or payable by or to
the Company directly or indirectly (in escrow or otherwise) or otherwise assumed

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FoneCash, Inc.
March 6, 2000
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in connection with a Transaction. The value of such Consideration shall be
determined as follows:

       (a) the value of securities, liabilities, obligations, property and
       services shall be the fair market value as reasonably determined by Sands
       Brothers at the date of the closing of the Transaction; and

       (b) the value of indebtedness, including indebtedness assumed, shall be
       the face amount.

       If the Consideration payable in a Transaction includes contingent
payments to be calculated by reference to uncertain future occurrences, such as
future financial or business performance, then any fees of Sands Brothers
relating to such consideration shall be payable at the time of the receipt of
such Consideration.

       In connection with our services, you agree if, during the period Sands
Brothers is retained by you or, within two years thereafter, whether or not this
letter agreement is in effect at such time, a Transaction is consummated with a
third party, introduced directly or indirectly by Sands Brothers, or the Company
enters into a definitive agreement with a third party, which at any time
thereafter results in a Transaction for which Sands Brothers has provided
financial or business advisory services or other services contemplated by this
Agreement specific to that Transaction, you will pay Sands Brothers a
transaction fee of an amount equal to five (5%) percent of the Consideration
paid or payable in connection with such Transaction in the form that such
Consideration is paid or payable.

C. FINANCING TRANSACTION

       The Company and principal shareholders hereby irrevocably grants Sands
Brothers the right of first refusal to purchase for its own account, or
underwrite or place any Financing Transaction (excluding sales to employees) of
the Company, or any subsidiary or successor of the Company, during the term
hereof. It is understood that if such a proposed financing is offered to Sands
Brothers, Sands Brothers shall have thirty (30) days following receipt of such
written notice in which to determine whether or not to accept such offer. Should
Sands Brothers decline such offer, which is subsequently consummated through a
third party, Sands Brothers right of first refusal with respect to any
subsequent offering shall nevertheless remain in full force and effect during
the term hereof.

       In addition, you agree if, during the period Sands Brothers is retained
by you or, within two years thereafter, a Financing Transaction is consummated
with a third party financing source introduced directly or indirectly by Sands
Brothers or for which Sands rendered advice ("Financing Source"), or the Company
enters into a definitive agreement with a Financing Source, which at any time
thereafter results in a Financing Transaction,

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FoneCash, Inc.
March 6, 2000
Page 5


you will pay Sands Brothers a financing fee equal to the usual and customary fee
paid to Sands Brothers for such a transaction of similar size and structure to
that of the Financing Transaction, but in any event no less than ten (10%)
percent of the total consideration paid or payable in connection with the
Financing Transaction.

Upon execution hereof, it is agreed between the parties hereto that Sands
Brothers shall commence to organize a private placement on behalf of the
Company in an aggregate amount approximating $3,000,000.

D. BOARD DESIGNATION

For a period of three (3) years from the date hereof, the Company will, at
Sands Brothers' option and if so requested by Sands Brothers, recommend and
use its best efforts (which shall include, without limitation, the
solicitation of proxies) to elect a designee of Sands Brothers, which
designee shall be Mark G. Hollo, at the option of Sands Brothers, either as a
member of or a nonvoting advisor to its Board of Directors; such designee, if
elected or appointed, shall attend meetings of the Board and receive no more
or less compensation than is paid to other non-management directors of the
Company and shall be entitled to receive reimbursement for all reasonable
costs incurred in attending such meetings, including, but not limited to,
food, lodging and transportation.

To the extent permitted by law, the Company hereby agrees to indenmify Sands
Brothers and its designee for the actions of such designee as a director of
the Company. in the event the Company maintains a liability insurance policy
affording coverage for the acts of its officers and directors, it hereby
agrees, if possible, to include each of Sands Brothers and its designee as an
insured under such policy.

If Sands Brothers does not exercise its option to designate a member of or
advisor to the Company's Board of Directors, Sands Brothers shall nonetheless
have the right to send a representative (who need not be the same individual
from meeting to meeting) to observe each meeting of the Board of Directors.
In addition, whether or not Sands Brothers exercises its rights to designate
a member, advisor or observer, the Company agrees to give Sands Brothers
notice of each such meeting and to provide Sands Brothers with an agenda
(including any materials accompanying or attached to such agenda), minutes of
the meeting and any materials disseminated at the Board of Directors meeting,
no later than it gives such notice and provides such items to the directors.

E. EQUITY PARTICIPATION


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FoneCash, Inc.
March 6, 2000
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In consideration of and as a material inducement for Sands Brothers to enter
into this agreement, the Company shall issue, upon execution hereof, to Sands
Brothers and/or its designee(s), 1,250,000 warrants (the "Warrants") to purchase
shares of the Company's Common Stock.

The Warrants will be exercisable for a five year period commencing on the date
hereof (the "Warrant Exercise Term"). The Warrants shall be initially
exercisable at a price per share of Common Stock equal to $75 per share (the
"Warrant Exercise Price") of Common Stock and shall be exercisable at any time
and from time to time, in whole or in part, during the Warrant Exercise Term.

The Warrants shall contain such terms and conditions as are satisfactory in form
and substance to Sands Brothers and its counsel, including, without limitation,
anti-dilution and registration provisions.

At any time during the Warrant Exercise Term, Sands Brothers and/or its
designee(s) (or the then holders of a majority of the Shares underlying the
Warrants) shall have the right to require the Company to prepare and file one
new Registration Statement, if then required under the Securities Act of 1933,
as amended (the "Act"), covering all or any portion of the Warrants and/or the
shares of Common Stock underlying the Warrants (the "Warrant Securities"). The
Company shall bear all expenses incurred in the preparation and filing of such
Registration Statement, except the holders of the Warrants shall pay any
underwriting discounts or commissions and the expenses of their own legal
counsel.

In addition, if at any time during the five years after date hereof, the Company
shall prepare and file one or more Registration Statements under the Act,
including, without limitation, Form S-8 (but excluding Form S-4 or successor
forms), with respect to a public offering of equity or debt securities of the
Company held by its shareholders or employees and consultants, the Company will
include in any such Registration Statement such information as may be required
to permit a public offering of the Warrants or the shares of Common. Stock
underlying the Warrants held by Sands Brothers and/or its designee(s) as may be
requested. The Company shall bear all fees and expenses incurred by the Company
in connection with the preparation and filing of such Post-Effective Amendment
or new Registration Statement. In the event of such a proposed registration, the
Company shall furnish the then holders of the Warrant Securities with not less
than thirty (30) days written notice prior to the proposed date of filing of
such Registration Statement. Such notice shall continue to be given by the
Company to such holders of outstanding Warrant Securities until such time as all
of the Warrant Securities have been registered. The holders of the Warrant
Securities shall exercise the "piggy-back" rights provided for herein by giving
written notice, within twenty (20) days of the receipt of the Company's notice
of its intention to file a Registration Statement.

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FoneCash, Inc.
March 6, 2000
Page 7


      F. GENERAL

In consideration of Sands Brothers' advisory role, the Company agrees to
indemnify and hold harmless Sands Brothers, its affiliates and their respective
officers, directors, employees, agents and controlling persons (collectively,
the "Indemnified Parties"), from and against any losses, claims, damages and
liabilities, joint or several, related to or arising in any manner out of any
transaction, financing, proposal or any other matter (collectively, the
"Matters") contemplated by the engagement of Sands Brothers hereunder, and will
promptly reimburse the Indemnified Parties for all reasonable expenses
(including fees and expenses of legal counsel) as incurred in connection with
the investigation of, preparation for or defense of any pending or threatened
claim related to or arising in any manner out of any Matter contemplated by the
engagement of Sands Brothers hereunder, or any action or proceeding arising
therefrom (collectively, "Proceedings"), whether or not such indemnified Party
is a formal party to any such Proceeding. Notwithstanding the foregoing, the
Company shall not be liable in respect of any losses, claims, damages,
liabilities or expenses that a court of competent jurisdiction shall have
determined by final judgment resulted solely from the gross negligence or
willful misconduct of an indemnified Party. The Company further agrees that it
will not, without the prior written consent of Sands Brothers, settle,
compromise or consent to the entry of any judgment in any pending or threatened
Proceeding in respect of which indemnification may be sought hereunder (whether
or not Sands Brothers or any indemnified Party is an actual or potential party
to such Proceeding), unless such settlement, compromise or consent includes an
unconditional release of Sands Brothers and each other Indemnified Party
hereunder from all liability arising out of such Proceeding.

The Company agrees that if any indemnification or reimbursement sought pursuant
to this letter were for any reason not to be available to any Indemnified Party
or insufficient to hold it harmless as and to the extent contemplated by this
letter, then the Company shall contribute to the amount paid or payable by such
Indemnified Party in respect of losses, claims, damages and liabilities in such
proportion as is appropriate to reflect the relative benefits to the Company and
its stockholders on the one hand, and Sands Brothers on the other, in connection
with the Matters to which such indemnification or reimbursement relates or, if
such allocation is not permitted by applicable law, not only such relative
benefits but also the relative faults of such parties to the Company and/or its
stockholders and to Sands Brothers with respect to Sands Brother's engagement
shall be deemed to be in the same proportion as (i) the total value paid or
received or to he paid or received by the Company and/or its stockholders
pursuant to the Matters (whether or not consummated) for which Sands Brothers is
engaged to render financial advisory services bears to (ii) the fees paid to
Sands Brothers in connection with such engagement. In no event shall the
indemnified Parties contribute or otherwise be liable for an amount in excess of
the aggregate amount of fees actually received by Sands Brothers pursuant to
such engagement (excluding amounts received

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FoneCash, Inc.
March 6, 2000
Page 8


by Sands Brothers as reimbursement of expenses).

The Company further agrees that no Indemnified Party shall have any liability
(whether direct of indirect, in contract or tort or otherwise) to the Company
for or in connection with Sands Brothers engagement here under except for
losses, claims, damages, liabilities or expenses that a court of competent
jurisdiction shall have determined by final judgment resulted solely from the
gross negligence or willful misconduct of such Indemnified Party. The indemnity,
reimbursement and contribution obligations of the Company shall be in addition
to any liability which the Company may otherwise have and shall be binding upon
and inure to the benefit of any successors, assigns, heirs and personal
representatives of the Company or an indemnified Party.

The indemnity, reimbursement and contribution provisions set forth herein shall
remain operative and in full force and effect regardless of (i) any withdrawal,
termination or consummation of or failure to initiate or consummate any Matter
referred to herein, (ii) any investigation made by or on behalf of any party
hereto or any person controlling (within the meaning of Section 15 of the
Securities Act of 1933, as amended, or Section 20 of the Securities Exchange Act
of 1934, as amended) any party hereto, (iii) any termination or the completion
or expiration of this letter or Sands Brothers engagement and (iv) whether or
not Sands Brothers ` shall, or shall not be called upon to, render any formal or
informal advice in the course of such engagement.

This letter constitutes the entire understanding of the parties with respect to
the subject matter hereof and may not be altered, amended or terminated except
in writing and signed by both pal-ties. This agreement shall be governed by and
construed under the laws of the State of New York without regard to principles
of conflicts of laws thereof and the parties agree to submit themselves to the
jurisdiction of the courts located in the State and County of New York, which
shall be the sole tribunals in which any party may institute and maintain a
legal proceeding against the other party arising from any dispute hereunder.
Neither the execution and delivery of this letter by the Company nor the
consummation of the transactions contemplated hereby will, directly or
indirectly, with or without the giving of notice or lapse of time, or both: (i)
violate any provisions of the Certificate of Incorporation or By-laws of the
Company; or (ii) violate, or be in conflict with, or constitute a default under,
any agreement, lease, mortgage, debt or obligation of the Company or require the
payment, any prepayment or other penalty with respect thereto. The Company has
all requisite power and authority to enter into and perform its obligations
under this letter and to issue and deliver the Warrants. The execution and
delivery of this letter and the Warrants and the consummation by it of the
transactions contemplated hereby and thereby have been duly authorized by all
necessary action on the part of the Company. Each of this letter and the
Warrants constitutes the valid and binding obligations of the Company,
enforceable against the Company in accordance with their respective terms.

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FoneCash, Inc.
March 6, 2000
Page 9


           If the foregoing correctly sets forth the terms of our agreement,
kindly so indicate by signing and returning the enclosed copy of this letter.


                                        Very truly yours,

                                        SANDS BROTHERS & CO., LTD.


                                        By: /s/ Mark G. Hallo
                                            Managing Director



Accepted and Agreed
This 6th day of March:

FONECASH, INC.

By: /s/ Daniel  E. Charboneau
    Chairman/CEO