EXHIBIT 10.26





[LOGO]                              [LOGO]  Tecumseh Holdings
                                            Corporation

New York Metro Area                         Los Angeles Metro Area
115 River Rd. Bldg. 12, Ste. 1205           15260 Ventura Blvd. Ste. 2200
Edgewater, New Jersey 07020                 Sherman Oaks, California 91403
Telephone 201-313-1600                      Telephone 800-356-4411
Fax 201-313-7249                            Fax 818-528-3525

                                            As of November 1, 2002


I.T. Technology, Inc.
15303 Ventura Boulevard
Ninth Floor
Sherman Oaks, CA 91403

Attention of Jonathan Herzog

Re: Investment and Merchant Banking Consulting Services to be rendered to
I.T.Technologies, Inc. (the "Company") by Tecumseh Holdings Corporation (the
"Consultant")

Dear Sirs:

This letter will serve to confirm our agreement with respect to the captioned
matter. Our agreement (the "Agreement") is based upon the following premises
(the "recitals").

A. The Company is a publicly-held company which has recently been listed for
trading on the Frankfurt Stock Exchange (Frankfurter Wertpapierborse) and has
recently completed and closed a private offering of shares of its common stock
(the "Offering") Under the circumstances of its expanded financial operations,
the Company will forthwith require financial consulting services to build the
value of the Company for the benefit of its shareholders; and the consultant
agrees to perform such consulting services related to all aspects of corporate
finance including without limitation non-exclusive dealings in capital markets,
trading markets, merger and acquisition markets, and other investment banking
and merchant banking activities provided, however, that the services to be
provided will not be in connection with the offer or sale of securities in a
capital raising transaction (collectively the "Services"). The Services will be
performed at the request of the Company, for the rendition of which the
Consultant will make available qualified personnel for this purpose and devote
such business time and attention to such matters as it shall determine is
required.

B. The Consultant has provided the Services for numerous publicly held and
privately held companies. Its personnel who will participate in the rendition of
these services have handled the equity financing of various substantial
corporations including Franklin Mint, International Protein and others and have
arranged for and participated in acquisitions by Softbank and similar companies.

C. The Company recognized the substantial experience and knowledge of the
Consultant with respect to the Services.

D. The Company further recognizes that it is in the best interests of the
Company to engage the Consultant for the rendition to the Company of the
Services on a non-exclusive basis.

Based upon the foregoing, in consideration of mutual promises and covenants set
forth below, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound hereby, agree as follows:

1. Recitals. The Recitals to this Agreement are hereby incorporated into this
Agreement as though full restated herein.

2. Engagement. The Company hereby engages the Consultant, and the Consultant
hereby accepts engagement by the Company, upon the terms and conditions set
forth in this Agreement.

3. Term. The term of this Agreement shall begin as of the date hereof (the
"Commencement Date") and shall continue for a period ending on a date one year
from the date hereof (the "Expiration Date"), provided, however, the Company may
in its sole discretion terminate this Agreement upon 10 days prior written
notice to the Consultant at any time after six months from the Commencement
Date.
<PAGE>

4. Consulting Services Compensation

         a. $10,000 will be paid to the Consultant on the execution ereof, which
sum shall be transmitted by the Company by SWIFT in accordance with wire
transfer instructions to be provided by the Consultant.

         b. The Company shall sell to the Consultant, as compensation for its
services under this Agreement, on million (1,000,000) shares of original issue
restricted common stock ("Compensation Shares"). The per Compensation Share
price shall be its par value of $.0002, aggregating a price of $200, for the
Compensation Shares, which price has been paid contemporaneously herewith and
receipt of which by the Company is hereby acknowldedged. The Compensations
Shares shall be issues in tow 500,000-share certificates (the "Certificate") in
the name of Tecumseh Holdings Corporation, which Certificates hsall be delivered
on the Commencement Date by way of one Certificat to the Consultant and one
Certificate in escrow (the "Escrowed Certificate"). The Consultant warrants and
represents to the Company that the Consultant will acquire the Compensation
Shares for its own account for its own accunt and withut a view toward the
distribution thereof. The Consultant has reviewed all fo the offering
documetntation as revised, relating othe Company's recent private placement.

         c. The Excrowed Certificate shall be retained by the transfer agent of
the Company, Transfer Online (the "Escrow Agent") who shall hold such
Certificate in safekeeping in escrow for a period of six months commencing on
the Commencement Date (the "Escrow Period") and shall, on the last day of such
Escrow Period, deliver the Escrowed Certificate to the Consultant.

         d. The Escrow Agent shall not be liable to the Company, the Consultant
or to any other person with respect to any action taken or omitted to be taken
by the Escrow Agent in good faith; shall be entitiled to rely on any documents
which the Escrow Agent believes comply iwht the requirements hereof; shall be
indemnified by the parties, jointly and severally, against any claimer charge
made against the Escrow Agent by reason of the Escrow Agent's acting ro failure
to act in connection with any of the transactions contemplated hereby, and
against any loss the Escrow Agent may sustain in carrying out the terms of this
agreement, except as a result of the Escrow Agent's willful neglect; and shall
be entitled, during the Escrow Period, to resign as escrow agent by notice
thereof to each of the parties, dispatched not less than three days prior to the
effective date of such resignation and shall thereupon dispose of the Escrowed
Stock in accordance with the joint instructions of the parties.

         e. In the event of any future registration of its shares made by the
Company the Consultant shall have the right to piggyback thereto all or any part
of the Compensation Shares. The Company shall notify the Consultant in writing
of such prospective registration not less than 30 days prior to he filing of the
initial registration statement and the Consultant, prior to such filing, shall
notify the Company in writing of the Consultant's election to register the
Compensations Shares and the number of such shares to be registered. Such
registration shall not be part of any distribution thereof but shall be
registered on an "at-the-market" basis under Rule 415.

         f. The Company may in the future provide the Consultant with such
additional compensation as the Company and the Consultant shall mutually agree
for any additional services by the Consultant not provided for in this
Agreement.

5. Duties. Pursuant to the terms of this Agreement, the Consultant shall perform
the Services, during the Engagement Period, at the request of the Company's
Board of Directors, its designee or President. The Consultant will make
available qualified personnel for this purpose and devote such business time and
attention to such matters as it shall determine is required. In addition to the
activities constituting the Services as described above in Recital A, the
Services shall include, but not be limited to strategic planning, planning
meetings with investment community, assisting the Company's management in
designing the Company's Business Plan, "growth-by Acquisition" strategy, the
preparation or assistance in the preparation of the Company's Corporate Profile
and other literature as requested.

6. Nature of Engagement. The Company is engaging the Consultant as an
independent contractor whereby nothing in this Agreement shall be construed to
create an employer-employee relationship between the parties. The services to be
provided will not be in connection with the offer or sale of securities in a
capital-raising transaction. Consultant acknowledges and agrees that this
Agreement is non-exclusive with respect to the Company and that nothing
contained herein shall prohibit the Company from engaging another party to
perform investment banking or advisory services, including services similar or
identical to the Services being rendered by Consultant, during the term hereof.

7. Expenses. Upon receipt of requests from the consultant for reimbursement, the
Company shall reimburse the Consultant for all reasonable and necessary expenses
the Consultant incurs, prior to and after the date of this Agreement in
performing its duties in connection with this Agreement. The Consultant shall be
required to receive written authorization from the Company prior to incurring
any expenses.

8. Notices. Any notice, report or demand required, permitted or desired under
this Agreement shall be sufficient if in wirting and delivered by certified
mail, returned receipt requested, Federal Express (or similar courier),
telegram, or receipted hand delivery, at the following addresses (or such other
addresses designation by proper notice.

If to the Company:         If to the Consultant:     If to the Escrow Agent:

Jonathan Herzog            Thomas C. Souran          Transfer Online
IT Technology, Inc.        Tecumseh Holdings Corp    227 Southwest Pine St.
15303 Ventura Boulevard    115 River Road            Suite 300
9th Floor                  Building 9                Portland, Oregon 97204
Sherman Oaks, Ca 91403     Edgewater, NJ 07020       Fax: 503-227-6874
Fax: 818-380-3021          Fax: 201-904-9200

Any notice otherwise delivered shall be deemed given when actually received by
recipient.
<PAGE>

9. Miscellaneous.

         a. Governing Law. This Agreement shall be governed by interpreted and
enforced in accordance with laws of the State of California and all disputes
which may arise between the parties shall be settled by arbitration before the
American Arbitration Association in the city of the respondent in accordance
with its rules then obtaining.

         b. Entire Agreement. This instrument contains the entire agreement of
the parties concerning engagement and may not be changed or modified except by
written agreement duly executed by the parties hereto.

         c. Confidentiality. Except as may otherwise be required by law, the
sepecific provisions of this Agreement shall remain strictly confidential.
Notwithstanding the foregoing, the parties agree that Consultant shall disclose
that it is being compensated by the Company in all of its promotional releases
to the public, in accordance with the Act. Neither the company nor the
Consultant shall, wither directly or indirectly through their respective
officers, directors, employees, shareholders, partners, joint ventures, agents,
consultants, contractor, affiliates, or any other person, disclose communicate,
disseminate or otherwise breach the confidentiality of all or any provision of
this Agreement, without the express written consent of both parties to this
Agreement.

         d. Assignment. The obligations of the parties under this Agreement
shall not be assigned without the written consent of the parties.
Notwithstanding any provisions of this Agreement tot the contrary, however, the
Consultant shall be entities to provide that any funds payable or stock issuable
to it pursuant to this Agreement shall instead be paid or issued to its
designee.

         e. Counterparts and Facsimile. This Agreement may be executed in
counterparts, and all counterparts will be considered as part of one agreement
binding on all parties to this Agreement. This Agreement may be executed via
facsimile, which signatures shall be deemed legal and binding as an original
signature hereto.

         f. Severability. If any terms, condition or provision of this Agreement
or the application thereof to any party or circumstances, shall, at any time or
to any extent, be invalid or unenforceable, the remainder of this Agreement, or
the application of such term, condition or provision to parties or circumstances
other than those as to which it is held to be invalid or unenforceable, shall
not be affected thereby, and each term, condition and provision of this
Agreement shall be valid and enforceable to the fullest extent permitted by law.


                                Very truly yours,

                                TECUMSEH HOLDING CORPORATION



                                By: /s/ Thomas C. Souran
                                THOMAS C. SOURAN, Chairman



ACCEPTED AND AGREED:                        ACCEPTED AND AGREED
I.T. TECHNOLOGY, INC.                       TRANSFER ONLINE


By: /s/ Daniel Aharonoff                    By:
DANIEL AHARONOFF, President

Dated: As of September 1, 2002