EXHIBIT 10.3


                          EUROMERICA CAPITAL GROUP INC.
                      Suite 1818 - 701 West Georgia Street
                      Vancouver, British Columbia V7Y 1K8
                              PHONE: (604) 697-7788
                            FACSIMILE: (604) 609-6006



DATED:  June 10, 2002


TO:  INTERNATIONAL  COMMERCIAL  TELEVISION  INC.
     2300 North Dixie Highway, Suite 203B
     Boca Raton, FL 33431-7657
     U.S.A.



Re:  Euromerica Capital Group Inc. - Financial Advisory Agreement


We  understand  that INTL. COMMERCIAL TELEVISION INC. (the "Corporation") wishes
to retain the services of Euromerica Capital Group Inc. ("Euromerica").

     A.   Euromerica  is,  among  other  things,  in  the  business of assisting
          companies  with their inclusion onto the Frankfurt Stock Exchange (The
          "Business");

     B.   The  Corporation  is  going to place an Initial Public Offering on the
          Nasdaq  OTC  Bulletin  Board.

The following sets forth the terms and conditions upon which Euromerica has been
retained  by  the  Corporation  in  connection  with  the  foregoing  matters:

1.   The  Corporation  and  Euromerica  agree  that  Euromerica  shall  act as a
     consultant  to  assist  the  Corporation  in  facilitating a Listing of its
     shares  on  the  Frankfurt  Stock  Exchange,  Freiverkehr.  Euromerica will
     provide  the  following  services in connection with obtaining the Listing:

     a)   conduct  a  review of the Company's affairs, both in the North America
          and  in  Europe,  including  a  review  of  audited  annual  financial
          statements  and  quarterly  financial  statements  for  the  preceding
          twenty-four  month  period;

     b)   prepare  a  Corporate  Expose  of  the  Corporation with the necessary
          translations  into  the  German  language;

     c)   prepare  and  submit  the  Listing  Application to the Frankfurt Stock
          Exchange,

     d)   Make  payment of fees required to complete a successful of a Frankfurt
          Stock  Exchange  Listing;

     e)   Introduce  the  firm  to  a  German  Sponsor on the  Exchange,


<PAGE>
                                      -2-

     f)   resolve  all  comments  as may be raised by the Exchange to ensure the
          listing  of  the  Corporation's  shares  on  the  Exchange;  and

     g)   such  other  services  as  may be required to be rendered to achieve a
          listing  of  the  Corporation's  shares  on  the  Exchange;

However,  Euromerica  should  not be considered to be acting as the Agent of the
     Corporation or any of its affiliates in connection with any matter referred
     to  herein,  unless  expressly  so  stated.

2.   In  consideration  for the services to be provided by Euromerica hereunder,
     the  Corporation  shall  pay to Euromerica the fees set out in SCHEDULE "A"
     hereto,  at  the  time  and  in  the  manner  therein  set  out.

3.   The  Corporation  shall  provide Euromerica with copies of or access to all
     data  and/or  information  that  is  available  or becomes available to the
     Corporation  relating to the Corporation including, without limitation, its
     financial  history,  position and condition, results of operations, assets,
     plans  and  business  activities,  including  copies  of  such  reports and
     valuations  of Management, independent consultants or others concerning the
     securities  or  assets  of  the  Corporation  as  may  be available and all
     contracts  entered  into  by  the  Corporation  which  are  material to its
     business  or  operations,  all  as  Euromerica  may  reasonably  request.

4.   Euromerica  shall  be  entitled  to  rely  upon  and shall not be under any
     obligation  to  verify  independently  the  accuracy  of  any  information
     concerning  the  Corporation  (or  any  of  its  subsidiaries)  or  any
     representations  (oral  or written), date or information furnished or given
     by  the Corporation or by any of its directors, officers, employees, agents
     or  consultants,  or  by  the  auditors  of  the  Corporation to Euromerica
     hereunder.  Unless  requested to do so by the Corporation, Euromerica shall
     be  under  no  obligation to investigate any changes which may occur in the
     facts  set  out  or  referred  to  in  any  such  representations,  date or
     information subsequent to the date thereof or subsequent to the date of any
     advice  which  Euromerica  provides  hereunder, and Euromerica shall not be
     under  any obligation to review or assess the adequacy of any statements or
     any  disclosure or the correctness of any statements (other than disclosure
     statements  relating  specifically  to  Euromerica  which  the  Corporation
     provides  to  Euromerica  for  review  or  assessment) made in any document
     furnished to any person in connection with the Application for the Listing.

5.   The  Corporation agrees to advise Euromerica promptly of any material event
     or  material  change  in  the  business,  affairs,  condition (financial or
     otherwise)  or  prospects of the Corporation that occurs during the term of
     Euromerica's  engagement  hereunder.

6.   No  oral  or  written  advice  which  is provided to the Corporation or its
     affiliates  by  Euromerica hereunder shall, in whole or in part, be quoted,
     excerpted,  referred  to or attributed to Euromerica in any document or any
     communication  with  any person except with the prior express permission of
     Euromerica.  Euromerica  will  not  have  any


<PAGE>
                                      -3-

     responsibility  or  liability for any loss occasioned to the Corporation or
     to  its  board  of  directors  or  shareholders or to any other person as a
     result  of the publication, reproduction or use of any such advice contrary
     to  the  provisions  of  this  paragraph.

7.   The  Corporation  shall  indemnify  and  hold harmless Euromerica and other
     Indemnified Persons (as defined in SCHEDULE "B" hereto) on the terms and in
     the manner set forth in SCHEDULE "B" hereto and shall otherwise comply with
     the  obligations  of  the  Corporation  set  forth  in  SCHEDULE  "B".

8.   The  Corporation  shall  inform  Euromerica promptly after it becomes aware
     thereof,  of  the  issuance of any cease trading, stop order or restraining
     order  or  the  initiation  or  threat  of  initiation  of any proceedings,
     litigation  or  investigation  with respect to the Corporation before or by
     any  regulatory,  administrative  or  other  governmental or public body or
     authority  or  any  court.

9.   The engagement of Euromerica on the terms and conditions  contained  herein
     shall be deemed to have commenced on June 10, 2002 and  shall terminate  on
                                         --------------
     November 4, 2002,  unless extended by mutual  agreement  of the parties  or
     -----------------
     terminated  earlier  as hereinafter provided.  The provisions of PARAGRAPHS
     2,  3, 7, 8 AND 11 (including SCHEDULES "A" AND "B") shall continue in full
     force  and  effect notwithstanding any termination hereof, whether by lapse
     of  time  or  otherwise.  In  addition,  the  terms  and conditions of this
     Agreement, including the indemnity and all related provisions hereof, shall
     survive  the  completion  of  Euromerica's  engagement  hereunder, and such
     agreement  shall  be in addition to any liability which either party hereto
     may  have  to  the  other  at  law  or  in  equity.  In  addition,  any
     representations,  warranties or other statements made by the Corporation in
     this  Agreement  or in any certificate or other document delivered pursuant
     to  this  Agreement  shall  not be affected in any way by any investigation
     made  by  or  on  behalf  of  Euromerica.

10.  Euromerica  shall  keep all information, data and documents relating to the
     Corporation  or  its  affiliates  provided  to  it  by  or on behalf of the
     Corporation  in  connection  herewith  and the details of the engagement of
     Euromerica  hereunder  (other than the fact of the engagement of Euromerica
     by  the  Corporation)  (the  "CORPORATION'S  INFORMATION") confidential and
     shall  not  disclose  any  of  the  same which has not then been previously
     publicly  disclosed  except:

     a)   to  those  officers,  employees, agents and advisors of Euromerica who
          require  access  thereto  for  any  purpose  in  connection  with this
          Agreement;

     b)   as  otherwise  required  to  permit Euromerica to perform its services
          hereunder;  or

     c)   as  may  be  required  by  law,  or  in  connection  with any legal or
          regulatory  proceedings;

PROVIDED THAT in the event that Euromerica becomes legally compelled to disclose
     any  of  the  Corporation's  Information,  Euromerica  will  provide  the
     Corporation  with  prompt


<PAGE>
                                      -4-

     notice  before  the  Corporation's  Information  is  disclosed  so that the
     Corporation  may  seek  an  appropriate remedy or waive compliance with the
     provisions of this Agreement. In the event that such remedy is not obtained
     or  that  the  Corporation  waives  compliance  with the provisions of this
     Agreement,  Euromerica  will furnish only that portion of the Corporation's
     Information  which  it  is advised by written opinion of counsel is legally
     required and will exercise its best efforts to obtain a protective order or
     other  reliable  assurance  that confidential treatment will be accorded to
     the  Corporation's  Information.

The  Corporation  will keep all background information, data, business concepts,
     the  dual listing procedure, business partners and documents provided to it
     by  Euromerica hereunder and any written or oral presentation  or financial
     or  other  advice  provided  by Euromerica hereunder and the details of the
     engagement  of  Euromerica hereunder (other than the fact of the engagement
     of  Euromerica by the Corporation ("EUROMERICA'S INFORMATION") confidential
     and  will  not  disclose any of the same which has not then been previously
     publicly  disclosed  except  to  those  of its outside advisors who require
     access thereto or as may be required by law or in connection with any legal
     or  regulatory proceedings; PROVIDED THAT in the event that the Corporation
     becomes  legally compelled to disclose any of Euromerica's Information, the
     Corporation  will provide Euromerica with prompt notice before Euromerica's
     Information  is disclosed so that Euromerica may seek an appropriate remedy
     or  waive  compliance  with  the provisions of this Agreement. In the event
     that such remedy is not obtained, or that Euromerica waives compliance with
     the  provisions  of  this Agreement, the Corporation will furnish only that
     portion  of Euromerica's information which it is advised by written opinion
     of counsel is legally required and will exercise its best efforts to obtain
     a  protective order or other reliable assurance that confidential treatment
     will  be  accorded  to  Euromerica's  Information.

11.  Except  as otherwise provided in this Agreement, neither this Agreement nor
     any  rights  or obligations hereunder shall be assigned by either party, in
     whole or in part, except with the prior written consent of the other party.
     The  Agreement  set  forth  herein  is  solely  for  the  benefit  of  the
     Corporation,  Euromerica and Indemnified Persons, and shall be binding upon
     and  enure  to  the  benefit  of  the  respective  heirs,  executors,
     administrators,  legal  personal  representative,  successors and permitted
     assigns  of  such  persons.

12.  This  Agreement  shall  be governed by and construed in accordance with the
     laws of the Province of British Columbia and the parties hereby irrevocably
     attorn  to  the  jurisdiction  of  the  courts  thereof.

If  the foregoing satisfactorily reflects the arrangements agreed to between the
Corporation and Euromerica, please indicate your acceptance of the terms of this
Agreement  by  executing the enclosed copy of this letter in the place indicated
below  and  returning  such  executed  copy  to  us.


<PAGE>
                                      -5-

EUROMERICA  CAPITAL  GROUP  INC.


/s/  Alexander  Wurm
--------------------------------
Authorized  Signature


                                The foregoing is agreed upon     June 10, 2002.
                                                             ------------------

On  behalf  of
INTERNATIONAL  COMMERCIAL  TELEVISION  INC.



/s/ Thomas Crosby
--------------------------------
Authorized  Signatory


Thomas Crosby
--------------------------------
NAME

Director
--------------------------------
TITLE


<PAGE>
                                      -6-

                                  SCHEDULE  A"

                                      FEES
                                      ----

In  consideration  for  the  services  to  be  provided  by  Euromerica  to  the
Corporation  pursuant  to the Agreement (the "AGREEMENT") to which this Schedule
is  attached,  the  Corporation  agrees  to  pay:


Upon Signing of this agreement:                        US$  28,500.00




<PAGE>
                                      -7-


                                  SCHEDULE "B"

                                   INDEMNITY

The  Corporation  shall  indemnity  and hold harmless Euromerica and each of its
affiliates  and  each  of  their  respective  directors,  officers,  partners,
employees,  agents  and shareholders, and each other person, if any, controlling
Euromerica  or  any affiliate thereof (collectively, the "Indemnified Persons"),
from  and  against,  and the Corporation agrees that no Indemnified Person shall
have any liability to the Corporation or its owners, affiliates, shareholders or
creditors  for  any losses, claims, damages or liabilities (including actions or
proceedings  in  respect  thereof)  (collectively  "Losses")

(A)  related  to  or  arising  out  of:

               (i)   the  actions  or  failures  to  act of  the  Corporation or
               its  affiliates  (including  statements  or  omissions  made,  or
               information provided, by the Corporation or its agents other than
               Euromerica);  or

               (ii)  actions  or failures to act by  an Indemnified Person  with
               the  Corporation's  consent  or  in  reliance  on  the actions or
               failures to act of the Corporation  or  its  affiliates,  or

(B)  otherwise  related to or arising out of the engagement of Euromerica as set
     out  in the Agreement to which this Schedule is attached or the performance
     by  Euromerica of  services under the Agreement, except that neither CLAUSE
     (A)  nor  CLAUSE  (B) shall apply to any Losses that are finally judicially
     determined  to  have  resulted  primarily  from  the  bad  faith  or  gross
     negligence  of  any  of  the  Indemnified  Persons.


<PAGE>