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Exhibit 10-46
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February 14, 2001

         Via Facsimile
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Mr. Jonathan Mirsky
528 Churchill Road
Teaneck, NJ 07666

 Dear Jonathan:

This letter agreement is in response to your letter of December 19, 2000, and
supersedes all our prior correspondence to you in response to that letter.

It is the Company's position that the shares contemplated to be issued under
this Agreement would tack back to the payment for the purchase of 2,000,000
shares of Carnegie International under the January 13, 2000 Share Purchase
Agreement. The Company agrees to issue ready tradable shares of the proposed
merged Company. The Company would, based on the opening price, provide you with
$750,000 worth of shares within two weeks of the merger as well as a convertible
Preferred for $1,250,000 worth of the merged Company's shares to satisfy its
obligation under the January 13, 2000 Agreement.

This agreement is based on our ability to agree to an orderly sale agreement
that allows the sale of the greater of 5,000 shares per day, or $4,000 dollars
or 4% of the total volume traded each day. The orderly sale agreement shall be
in effect for all shares issued under this proposal. Of course, if the market
and the price can handle more than the above proposed limits, the sale of shares
could be accelerated by agreement between you and the Company's.

In the event the $750,000 worth of shares does not liquidate for a minimum of $2
million and the Company has not reached a settlement or received a jury award of
the Grant Thornton case then you may convert $312,500 worth of the Preferred
shares at the lower of the opening price of the shares of the merged company or
the average closing price for the five (5) trading days prior to requesting
conversion to the shares of the merged company and continue to issue conversion
notices for the Preferred, as required using the same amount, formula and
orderly sales agreement as above until you have reach the target of $2 million.
If you do not recover the minimum target of $2 million from the four tranches of
$312,500, the Company will then continue to issue shares at the above amount and
terms until you reach the target as long as the orderly sales agreement is
followed. The Company at all times reserves the right to pay any shortfall in
the $2 million in cash. If there is a balance of Preferred shares left these may
be converted into shares nine (9) months after you reach your target at a strike
price based on the opening share price of the merged Company.

In the event the Company reaches a settlement or receives a July award, you will
be given by notice a five (5) day option to elect one of the following:

1.   To "put" the preferred shares or the balance if you have already started
conversion to the Company for an amount equal to the balance required to reach
$2 million. This takes into account the amount already received from the sale of
stock on the open market contemplating the orderly sales agreement has been
adhere to.

2.   Or you may convert the Preferred at your risk using the opening price of
the merged Company as the conversion strike price.

3.   Or you may opt to only "put" the total preferred issue of $1,250,000 worth
of shares for a cash payment of $1,250,000.

In the event a merger does not occur by April 16, 2001 or any reasonable
extension that Jonathan Mirsky and Carnegie International may agreed to, you
then may cure any amounts owed and due under the original agreement dated
January 13, 2000 using the terms and conditions of that agreement.

In the event the Company enters into a settlement agreement or judgment of its
action vs. Grant Thornton prior to the merger being completed you may "put" an
amount of shares equal to the amount issued pursuant to shares issued under the
agreement dated January 13, 2000 for $2,000,000 in a cash payment by the Company
plus "cashless warrants' to acquire $250,000 dollars worth of shares of the
proposed merged company at a 40% discount to the market of the opening day price
of the merged company shares or you may "put" 1,000,000 shares in your
possession and retain the balance of shares pursuant to the Agreement of January
13, 2000, as consideration for waiving any and all rights under that agreement.

The warrants above shall have a three-year term from the dated issued.

In the event any of the above agreement terms should violate any SEC rules, then
by mutual agreement, the terms of this Agreement shall be renegotiated to
achieve the results contemplated herein.
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Sincerely,
/s/
Lowell Farkas                               Agreed to: /s/
President & CEO                                       ------------------------
                                            Jonathan Mirsky