EX-10.6

                              AGREEMENT TO RESCIND

     This Agreement to Rescind is made effective this 27th day of
September, 2001, by and between eCom.com, Inc., a Nevada Corporation
("ECOC") and the following: David Michael, LLC, a Utah limited
liability company ("DMLLC"); Saundra Wolfson, a Utah resident ("Ms.
Wolfson"); Elizabeth Colmenares, a Utah resident ("Ms. Colmenares");
and Validate Corporation, a Utah corporation ("Validate").

     WHEREAS, ECOC, DMLLC, Ms. Wolfson, Ms. Colmenares, and Validate
have entered into a number of other stock exchange agreements in
July, 2001 (specified below); and

     WHEREAS, the recent terrorist attacks on the United States
involving the World Trade Center and the Pentagon have severely
disrupted the U.S. financial markets, as a result of which disruption
the Company has suffered serious setbacks in its efforts to obtain
financing for the land project contemplated by the aforementioned
stock exchange agreements; and

     WHEREAS, as a result of such disruption and setbacks, there has
been no material progress in the project contemplated by such
agreements, and no material change in position by any party to this
agreement, and no material expenses have been incurred by any party
in relation to the stock exchange agreements; and

     WHEREAS, the parties are all willing to rescind the
aforementioned stock exchange agreements and to give back to each
other the stock involved in such agreements;

     NOW THEREFORE, in exchange for the mutual consideration set out
herein, the sufficiency of which is hereby acknowledged by all
parties, it is agreed as follows:

1.  Rescission of Prior Agreements.  The parties, and each of them,
    hereby mutually agree to rescind the following stock exchange
    agreements, and to treat the following stock exchange agreements as
    void ab initio (i.e., from the beginning):

    A.  Stock Exchange Agreement dated July 10, 2001 between
        ECOC and DMLLC for 310,000 shares of Class A Convertible
        Preferred Stock of Royal Oasis in exchange for a like
        number of ECOC Class A Convertible Preferred Stock.

    B.  Stock Exchange Agreement dated July 10, 2001 between
        ECOC and DMLLC for 750,000 shares of common stock of Royal
        Oasis in exchange for a like number of ECOC common stock.

    C.  Stock Exchange Agreement dated July 10, 2001 between
        ECOC and Ms. Wolfson for 100,000 shares of Class A
        Convertible Preferred Stock of Royal Oasis in exchange for
        a like number of ECOC Class A Convertible Preferred Stock.

    D.  Stock Exchange Agreement dated July 10, 2001 between
        ECOC and Ms. Wolfson for 250,000 shares of Common Stock of
        Royal Oasis in exchange for a like number of ECOC Common Stock.

    E.   Stock Exchange Agreement dated July 10, 2001 between
         ECOC and Ms. Colmenares for 186,000 shares of Class A
         Convertible Preferred Stock of Royal Oasis in exchange for
         a like number of ECOC Class A Convertible Preferred Stock.

    F.  Stock Exchange Agreement dated July 10, 2001 between
        ECOC and Ms. Colmenares for 450,000 shares of Common Stock
        of Royal Oasis in exchange for a like number of ECOC Common
Stock.

    G.  Stock Exchange Agreement dated July 10, 2001 between
        ECOC and Validate for 24,000 shares of Class A Convertible
        Preferred Stock of Royal Oasis in exchange for a like
        number of ECOC Class A Convertible Preferred Stock.

    H.  Stock Exchange Agreement dated July 10, 2001 between
        ECOC and Validate for 50,000 shares of Common Stock of
        Royal Oasis in exchange for a like number of ECOC Common Stock.

2.  Return of All Stock Certificates and Cancellation of Same.  The
    parties, and each of them, hereby mutually agree to return to
    each other all stock exchanged pursuant to the above-described
    agreements.  Such delivery shall take place as soon as possible,
    and in any event no later than 10 days from the date of this
    agreement.  The parties, and each of them, hereby agree that all
    such share certificates may be canceled, regardless of whether
    or not the certificates are actually delivered, and each party
    hereto agrees that such certificates represent no further right
    to possess the aforesaid stock, effective immediately.

3.  Representations and Warranties.  Each party to this agreement,
    as relating to itself, hereby represents and warrants to each
    and every other party that effective this date, the following
    statements are true and correct:

    A.  Authority.  Each party, as relating to itself, has the full
        power and authority to enter this Agreement and to carry
        out the obligations contemplated by this Agreement. Each
        party, as to itself, has duly authorized the execution,
        delivery and performance of this Agreement.

    B.  No Conflict With Other Instruments.  The execution of this
        Agreement will not violate or breach any document,
        instrument, agreement, contract, or commitment material to
        the business of such party, and this Agreement has been
        duly authorized by all appropriate and necessary action.

    C.  Corporate or Company Authority.  Each corporation or
        limited liability company which is a party to this
        agreement, as relating to itself, has the full corporate or
        company power and authority to enter this Agreement and to
        carry out the obligations contemplated by this Agreement.
        The Board of Directors of such corporation or the Members
        of such LLC have duly authorized the execution, delivery,
        and performance of this Agreement.

4.  Damages and Limit of Liability.  Each party shall be liable
    for any material breach of its representations, warranties, and
    covenants contained herein which results in a failure to perform
    any obligation under this Agreement, only to the extent of the
    expenses incurred in connection with such breach or failure to
    perform this Agreement.  Each party hereby waives the right to
    claim any consequential damages.

5.  Nature and Survival of Representations and Warranties.  All
    representations, warranties and covenants made by any party in
    this Agreement shall survive the Closing hereunder.  All of the
    parties hereto are executing and carrying out the provisions of
    this Agreement in reliance solely on the representations,
    warranties, covenants and agreements contained in this Agreement
    and not upon any investigation which it might have made or any
    representation, warranty, agreement, promise, or information,
    written or oral, given by the other party (or any other person)
    except as specifically set forth herein.

6.  Indemnification Procedures.  If any claim is made by a
    party which would give rise to a right of indemnification under
    this Agreement, the party seeking indemnification (Indemnified
    Party) will promptly cause written notice thereof to be
    delivered by certified mail, return receipt requested, to the
    party from whom it is sought (Indemnifying Party).  The
    Indemnified Party will permit the Indemnifying Party to assume
    the defense of any such claim or any litigation resulting from
    the claims.  Counsel for the Indemnifying Party which will
    conduct the defense must be approved by the Indemnified Party
    (whose approval will not be unreasonable withheld), and the
    Indemnified Party may participate in such defense at the expense
    of the Indemnified Party.  The Indemnifying Party will not in
    the defense of any such claim or litigation, consent to entry of
    any judgment or enter into any settlement without the written
    consent of the Indemnified Party (which consent will not be
    unreasonably withheld).  The Indemnified Party will not, in
    connection with any such claim or litigation, consent to entry
    of any judgement or enter into any settlement without the
    written consent of the Indemnifying Party (which consent will
    not be unreasonable withheld).  The Indemnified Party will
    cooperate fully with the Indemnifying Party and make available
    to the Indemnifying Party all pertinent information under its
    control relating to any such claim or litigation.  If the
    Indemnifying Party refuses or fails to conduct the defense as
    required in this Section, after delivery of proper notice, then
    the Indemnified Party may conduct such defense at the expense of
    the Indemnifying Party, and the approval of the Indemnifying
    Party will not be required for any settlement or entry of judgment.

7.  Miscellaneous.

    A.  Further Assurances.  At any time and from time to time each
        party will execute such additional instruments and take such
        additional actions as may be reasonably requested by the other
        party to confirm or perfect title to any property transferred
        hereunder or otherwise to carry out the intent and purposes of
        this Agreement.

    B.  Waiver.  Any failure on the part of any party hereto to
        comply with any of its obligations, agreements, or conditions
        hereunder may be waived only by a writing signed by the party
to
        whom such compliance is owed.

    C.  Brokers.  Neither party has employed any brokers or finders
        with regard to this Agreement except as disclosed herein.

    D.  Headings.  The section and subsection headings in this
        Agreement are inserted for convenience only and shall not
affect
        in any way the meaning or interpretation of this Agreement.

    E.  Counterparts.  This Agreement may be executed
        simultaneously in two or more counterparts, each of which shall
        be deemed an original, but all of which together shall
        constitute one and the same instrument.  Fax copies of
        signatures shall be deemed as effective as originals for all
purposes.

    F.  Governing Law.  This Agreement was negotiated and is being
        contracted for in the State of Utah, and shall be governed by
        the laws of the State of Utah, regardless of any conflict-of-
law
        provision to the contrary.  Any suit, action or legal
proceeding
        arising from or related to this Agreement shall be brought in a
        court of competent jurisdiction in Salt Lake City, Utah, and
        each party irrevocably and unconditionally consents to the
        jurisdiction of such Courts in such suit, action or legal
        proceeding and waives any objection to the laying of venue in,
        or the jurisdiction of, said Courts.

    G.  Binding Effect.  This Agreement shall be binding upon the
        parties hereto and inure to the benefit of the parties their
        respective heirs, administrators, executors, successors, and
        assigns.

    H.  Entire Agreement.  The Agreement contains the entire
        agreement between the parties hereto and supersedes any and all
        prior agreements, arrangements or understandings between the
        parties relating to the subject matter hereof.  No oral
        understandings, statements, promises or inducements contrary to
        the terms of this Agreement exist.  No representations,
        warranties covenants, or conditions, express or implied, other
        than as set forth here, have been made by any party.

    I.  Severability.  If any part of this Agreement is deemed to
        be unenforceable, the balance of the Agreement shall remain in
        full force and effect.

     IN WITNESS WHEREOF, the parties have executed this Agreement the
day
and year first above written.

eCom.com, Inc.


By: /s/  Sidney B. Fowlds
Sidney B. Fowlds, President

David Michael, LLC


By: /s/  David Michael
David Michael, Member


Saundra Wolfson, in her individual capacity


/s/  Saundra Wolfson


Elizabeth Colmenares, in her individual capacity


/s/  Elizabeth Colmenares


Validate Corporation


By: /s/  Bruce Pritchett
Bruce Pritchett, President