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                                                                    EXHIBIT 10.6
                                                                    ------------

                                 ROBERT L. TOMZ

                              CONSULTING AGREEMENT

         This CONSULTING AGREEMENT (the "Agreement') dated as of December 7,
         1998, between I-Storm, Inc., a Nevada corporation, and its wholly owned
         subsidiary, LVL Communications Corporation, a California corporation,
         (collectively, the "Company"), each with its principal place of
         business in the United States at 480 Cowper Street, Palo Alto,
         California, 94301 (herein called the "Company") and ROBERT L. TOMZ
         (herein called the "Consultant") residing at 4527 Silver Bell Circle,
         Castle Rock, CO 80104.

         1. RETENTION AND DESCRIPTION OF SERVICE. The Company hereby retains
         Consultant as the Vice President Finance and Chief Financial Officer of
         I-Storm Inc. reporting to the Company's President. Consultant will be
         responsible for management and supervision of all Company financial and
         administrative activities for the term of this Agreement, and the
         Consultant hereby accepts such assignment upon the terms and conditions
         hereinafter set forth. Consultant will perform services as an
         independent contractor with the customary and usual independence
         associated therewith, and the Consultant will not be deemed an employee
         of the Company.

         2. TERM. The term of this Agreement shall commence as of January 11,
         1999 (the "Assignment Date") and shall continue in effect for a term of
         12 months, unless earlier terminated in accordance with the provisions
         of Section 6 of this Agreement. Thereafter, this Agreement shall be
         automatically renewed on a year-to-year basis unless either party shall
         provide the other with notice in writing of the termination of this
         Agreement at least 60 days' prior to the expiration of this Agreement
         at the end of its original term or any renewal thereof For purposes of
         this Agreement, the "term of this Agreement" shall refer to the initial
         term and all renewal terms hereof In the event of tennination by the
         Company prior to the expiration of this Agreement at the end of

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         its original term or any renewal thereof, the Company shall pay the
         Consultant severance pay and benefits required by Section 6(e) of this
         Agreement unless termination by the Company is for a reason specified
         in Sections 6(a), 6(b) or 6(c) hereunder.

         3. COMPENSATION. For all services rendered by the Consultant under this
         Agreement, the Company shall pay the Consultant a base retainer and
         fringe benefits as follows:

                  (a) Cash Compensation: The Company shall pay the Consultant a
                  base retainer during the term of this Agreement, payable
                  semi-monthly, at the rate of $8,000 per month. Consultant will
                  be eligible to receive a fiscal annual performance bonus of up
                  to 50% of base retainer based upon achievement of reasonable
                  and achievable Company goals as determined and approved in
                  good faith by the Board of Directors of the Company to be paid
                  no later than 30 days from the end of such year. Consultant
                  shall be eligible for annual performance appraisal and merit
                  increase. Company may, but is not obligated to, increase
                  Consultant's retainer as Company deems appropriate.

                  (b) Stock Warrants: The Company shall grant the Consultant
                  five-year exercisable warrants to purchase 168,000 (14,000 *
                  12) common shares of the Company at $2.00 per share, of which
                  168,000 shares shall vest ratably over a period of 12 months
                  from the Assignment Date.

                  (c) Medical, Insurance, and Other Benefits: The Consultant
                  shall at his option be entitled to participate in all
                  Company's group fringe benefit plans or other group
                  arrangements authorized and adopted from time to time.
                  Consultant shall also receive such other benefits including
                  vacation, holidays, and sick leave, as Company generally
                  provides to its Consultants holding similar positions as that
                  of Consultant.

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                  (d) Expenses: The Company shall either pay directly or
                  reimburse Consultant for reasonable travel, entertainment and
                  other business expenses incurred by Consultant in the
                  performance of his duties hereunder; provided that the
                  incurring of such expenses shall be subject to such policies
                  as shall be established by the Board of Directors of the
                  Company from time to time, and Consultant shall submit to the
                  Company such documentation to substantiate such expenses as
                  the Company shall reasonably request.

         Nothing herein shall be deemed to preclude the Company from awarding
         additional compensation or benefits to Consultant during the term of
         this Agreement, upon approval of Company's Board of Directors, whether
         in the form of retainers, bonuses, additional fringe benefits, or
         otherwise.

         4. DUTIES. During the term of this Agreement, the Consultant hereby
         promises to perform and discharge faithfully the duties which may be
         assigned to him from time to time by the Board of Directors in
         connection with the conduct of its business so long as such duties are
         reasonably related to the Consultant's duties as an Executive Officer
         of the Company. Consultant will be responsible for all activities of
         the Company as determined by the President and as required of officers
         of the Company under applicable state and federal law, and will have
         all relevant executives and their respective subordinates report to
         him. Consultant is retained to actively serve on a three to four day a
         week basis as an executive officer of the Company.

         5. EXTENT OF SERVICES; OTHER INTERESTS. During the term of this
         Agreement, the Consultant shall devote his working time, attention and
         energies which are reasonably required for the performance of his
         duties and the business of the Company and shall travel as reasonably
         required to discharge the duties of his position with the Company as
         assigned by its President. The Consultant shall not during the term of
         this Agreement be engaged in any other business activities that are, or
         could potentially be, in competition with the business activities of
         the Company whether or not such business activities are pursued for
         gain, profit or other pecuniary advantage. Subject to the

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         foregoing, the Consultant may engage in investment, business,
         professional and continuing education activities so long as such
         activities do not substantially interfere with the performance of his
         duties as an Officer of the Company.

         6. TERMINATION. Payment of severance described in this Section 6 shall
         be paid no later than ten (10) days after becoming due.

                  (a) Death: In the event of Consultant's death during the term
                  hereof, this Agreement shall terminate immediately and, except
                  as expressly set forth in this paragraph, the Company shall
                  have no further liability hereunder to Consultant or his
                  estate. The Company shall continue to pay to Consultant's
                  estate his retainer and continued stock option vesting for a
                  period of three (3) months from and after the date of death
                  during the term of this Agreement.

                  (b) Permanent Disability. In the event that Consultant becomes
                  totally disabled during the term hereof and such total
                  disability continues for a period in excess of ninety (90)
                  days, whether consecutive or in the aggregate during any 12
                  month period, at the end of such period of disability the
                  Consultant shall be considered as permanently disabled and
                  this Agreement shall terminate immediately and, except as
                  expressly set forth in this paragraph, the Company shall have
                  no further liability hereunder to Consultant. The Company
                  shall continue to pay to Consultant his retainer and continue
                  stock option vesting for the period of disability and a period
                  of two (2) months from and after the date of total disability
                  commencing with the expiration of the first 90 day period of
                  such disability as severance pay hereunder.

                  Consultant shall be considered as totally disabled if, and
                  when because of injury, illness or physical or mental
                  disability, he is prevented from effectively performing the
                  duties of this Agreement. The determination of total
                  disability shall be made by the Board of Directors of the
                  Company, but said decision shall not be unreasonable or
                  arbitrary and shall be supported by the opinion (at the

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                  Company's expense) of at least one licensed physician, unless
                  Consultant shall without justification fail to submit to the
                  necessary physical or mental examinations. It is understood
                  that Consultant's occasional sickness of short duration shall
                  not result in Consultant being considered totally disabled,
                  and Consultant shall continue to be compensated hereunder
                  during such periods of occasional sickness so long as they
                  shall not exceed the greater of twelve (12) days in a calendar
                  year or the amount of sick leave available to an employee of
                  the Company.

                  (c) Involuntary Termination for Cause. The Company may
                  terminate this Agreement for cause. For the purposes of this
                  Agreement, a termination for "cause" shall mean a termination
                  resulting from a good faith and reasonable determination by
                  the Company's Board of Directors that Consultant (i) has
                  committed a felony or act of moral turpitude which would
                  materially injure the Company or its reputation or, (ii) has
                  intentionally or willfully and repeatedly breached his duties
                  hereunder in a material respect and, if curable, has failed to
                  cure the same within thirty (30) days after receiving written
                  notice of such breach from the Board of the Company. Such
                  notice must be given to Consultant following each claimed
                  breach, whether or not curable. In the event of termination
                  for cause, the Company shall have no further liability
                  hereunder to Consultant from and after the date of such
                  termination.

                  (d) Termination Without Cause. Termination of Consultant by
                  the Company for any reason other than in paragraphs 6(a),
                  6(b), and 6(c) hereof shall be considered Termination Without
                  Cause.

                  (e) Salary and Benefit Continuation Upon Termination Without
                  Cause. Upon the Company's termination of Consultant for any
                  reason whatsoever prior to the expiration of the original term
                  or any annual renewal of the term of this Agreement, except
                  for (i) termination upon death as set forth in paragraph 6(a)
                  hereof; (ii) termination upon permanent disability as set
                  forth in paragraph 6(b)


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                  hereof; or (iii) termination for cause pursuant to paragraph
                  6(c) hereof ("Termination for Cause"); or (iv) Consultant's
                  voluntarily electing not to continue in the employment of the
                  Company under conditions other than Constructive Discharge;
                  then the Company within thirty (30) days after such
                  termination, and in lieu of all other obligations, the Company
                  hereunder, shall: 1) pay to Consultant a lump-sum payment
                  equal to his then base salary and continue warrant vesting for
                  a period equal to one (1) month; 2) provide Consultant, at
                  Company's cost, with employment benefits consisting of life,
                  health, dental and long-term disability insurance for a period
                  of 12 months after termination; and 3) enter into a
                  Post-termination Consulting Agreement as defined below in
                  paragraph 6(f) hereof. Thereafter, any continuation of
                  benefits under the Consolidated Omnibus Budget Reconciliation
                  Act (COBRA) will be at Consultant's cost.

                  (f) Post-termination Consulting Agreement. Upon the
                  Termination Without Cause, the Consultant will hold himself
                  available to provide consulting services to the Company for a
                  period terminating one year after the Termination Date (the
                  "Consulting Period"). Consultant will provide the consulting
                  services only upon the request of the Company's President and
                  for no more than ten hours per week at such times and places
                  as are mutually convenient to Consultant and the Company.
                  However, Consultant will perform those services at times and
                  places that do not reasonably conflict with his
                  responsibilities to his then current employer or as a self
                  employed individual. Consultant will perform services as an
                  independent contractor with the customary and usual
                  independence associated therewith, and he will not be deemed
                  an Consultant or agent of the Company or have the authority to
                  bind, or to enter into any contract on behalf of, the Company,
                  unless expressly authorized in writing to do so. The Company
                  will pay Consultant a consulting fee of $150.00 per hour for
                  each hour actually worked at the Company's request. If the
                  Company's Board of Directors determines that Consultant will
                  be providing "substantial services" to the Company during the
                  Consulting Period, any warrant held by Consultant on

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                  the Termination Date, if not fully vested at the time, will
                  continue to vest at the rate of 1/12 of the warrant grant per
                  month during the Consulting Period provided that total vesting
                  shall not exceed the original total shares granted under each
                  stock warrant. Any warrant held by Consultant at the
                  Termination Date will remain exercisable for the duration of
                  the original five year exercisable period.

         7. NONDISCLOSURE OF CONFIDENTIAL INFORMATION. The Consultant recognizes
         and acknowledges that the Company's trade secrets and proprietary
         processes as they may exist from time to time are valuable, special and
         unique assets of the Company's business, access to and knowledge of
         which are essential to the performance of the Consultant's duties
         hereunder. The Consultant will not during or after the term of his
         employment, disclose such secrets or processes to any person, firm,
         corporation, association or other entity for any reason or purpose
         whatsoever, nor shall the Consultant make use of any such secrets or
         processes for his own purposes or for the benefit of any person, firm,
         corporation, or other entity (except the Company) under any
         circumstances during or after the term of his employment; provided
         that, after the expiration of the term of his Agreement these,
         restrictions shall not apply to such secrets and processes which are
         then, or from time to time thereafter, in the public domain (provided
         that he was not responsible, directly or indirectly, for permitting
         such secrets or processes to enter the public domain without the
         Company's consent).

         8. COVENANT NOT TO COMPETE OR INTERFERE. With the exception of
         activities associated with the purchase and subsequent operation of the
         Company. Consultant agrees that during the term of this Agreement and
         for a period of one (1) year after the date of Termination under this
         Agreement, whichever occurs first; (a) Consultant shall not
         intentionally interfere with, disrupt or attempt to disrupt the
         relationship, contractual or otherwise between the Company and any
         customer, supplier, lessor or Consultant of the Company or any of its
         subsidiaries and (b) Consultant shall not as a sole proprietor or
         otherwise for his own account or as a partner, Consultant, officer,
         director, manager, agent, distributor, consultant, marketing
         representative, associate, investor or

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         otherwise (except as to a less than 5% interest in a public company
         listed on the Nasdaq, a national, or a regional exchange), directly or
         indirectly, own, purchase, organize or take preparatory steps for the
         organization of, finance, work for, provide services to, advise,
         acquire, lease, operate, manage or invest in or permit his name to be
         used or employed in connection with any business which engages directly
         in competition with the Company. Consultant further agrees that the
         covenants and other provisions of this paragraph shall cover his
         activities in the whole of North America, Europe and Asia (the
         "Territory"). The parties hereto agree that the covenants contained in
         this paragraph (b) shall be construed as if the covenants are divided
         into separate and distinct covenants in respect of each of the products
         and services of the Company, each capacity in which the party is
         prohibited from competing, and each part of the world in which such
         competition is prohibited from taking place. The territorial
         restrictions contained in this Section 8 are properly required for the
         adequate protection of the Company and in the event any covenant or
         other provision contained this Section 8 shall be deemed to be illegal,
         unenforceable, or unreasonable by a court or other tribunal of
         competent jurisdiction. With respect to any part of the Territory or
         otherwise, such covenant or provision shall not be affected with
         respect to any other part of the Territory or otherwise, and each of
         the parties hereto agrees and submits to the reduction of said
         territorial restriction or other provisions to such an area or
         otherwise, as said court shall deem reasonable. The parties further
         agree that if any provision of this Agreement is found to be
         unenforceable, it shall not affect the enforceability of the remaining
         provisions and the court shall enforce all remaining provisions to the
         extent permitted by law.

         9. INVENTIONS. The Consultant hereby sells, transfers, and assigns to
         the Company, or to any person or entity designated by the Company, at
         of the entire right, title and interest of the Consultant in and to all
         inventions, ideas, disclosures, and improvements, whether patented or
         unpatented, and copyrightable material made or conceived by the
         Consultant, solely or jointly during the term hereof which relate to
         methods, apparatus, formulae, designs, products, processes or devices,
         sold, leased, used, or under consideration or development by the
         Company, or which otherwise relate to or pertain


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         to the business, functions, or operations of the Company. The
         Consultant agrees to communicate promptly and to disclose to the
         Company, in such form as the Consultant may be required to do so, all
         information, details, and data pertaining to the aforementioned
         inventions, ideas, disclosures, and improvements and to execute and
         deliver to the Company such formal transfers and assignments and such
         other papers and documents as may be required of the Consultant to
         permit the Company or any person or entity designated by the Company to
         file and prosecute the patent applications and, as to copyrightable
         material, to obtain copyright thereof.

         For the purposes of this Agreement, an invention shall be deemed to
         have been made during the term of Consultant's retainer if, during such
         period, the invention was conceived or first actually reduced to
         practice by the Company, and Consultant agrees that any patent
         application filed within one (1) year after termination of this
         employment shall be presumed to relate to an invention which was made
         during the term of Consultant's employment unless Consultant can
         provide satisfactory evidence to the contrary.

         10. INJUNCTIVE RELIEF. The parties hereto acknowledge that (a) the
         covenants and restrictions set forth in Sections 7, 8 and 9 of this
         Agreement are necessary, fundamental and required for the protection of
         the business of the Company, (b) such covenants and restrictions are
         material inducements to investors to enter into agreements to invest in
         the Company, and (c) a breach of any of such covenants and restrictions
         by Consultant will result in irreparable harm and damages to the
         Company which cannot be adequately compensated by a monetary award.
         Accordingly, in the event of breach or threatened breach of such
         provisions by Consultant, Consultant expressly agrees that the Company
         shall be entitled to the immediate remedy of a temporary restraining
         order, preliminary injunction or such other form of injunctive or
         equitable relief as may be used by any court of competent jurisdiction
         to restrain or enjoin the Consultant from breaching any such covenant
         or provision or to specifically enforce the provisions hereof. Nothing
         herein shall be construed as prohibiting the Company from pursuing any
         other remedies for such breach or threatened breach.

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         11. INSURANCE. The Company, at its election and for its benefit, may
         insure the Consultant against accidental loss or death and the
         Consultant shall submit to such physical examination and supply such
         information as may be required in connection therewith.

         12. NOTICES. Any notice required or permitted to be given under this
         Agreement shall be sufficient if in writing and if sent by registered
         or certified mail to his last known residence in the case of the
         Consultant or to its last known principal office in the case of the
         Company.

         13. WAIVER OF BREACH. The waiver by either party of a breach of any
         provision of this Agreement shall not operate or be construed by a
         waiver of any subsequent breach.

         14. GOVERNING LAW. This Agreement shall be governed by and construed
         and enforced in accordance with the laws of the State of California.

         15. ASSIGNMENT. The rights and obligations of the parities under this
         Agreement shall inure to the benefit of and shall be binding upon the
         successors of such parties.

         16. ENTIRE AGREEMENT. This instrument contains the entire agreement of
         the parties and supersedes all existing agreements between them. It may
         not be changed orally but only by an agreement in writing signed by the
         party against whom enforcement of any waiver, modification, extension
         or discharge is sought.

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
         day first written above.


         CONSULTANT:
                                 ---------------------------
                                 Robert L. Tomz


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         COMPANY          I-STORM, INC


                          By:
                             --------------------------
                             Calbert Lai
                              President

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                                                                    EXHIBIT 10.6
                                                                    ------------
                                 ROBERT L. TOMZ
                              CONSULTING AGREEMENT
                               AMENDMENT NUMBER #1
                             DATED MARCH 19, 1999

         This Amendment Number #1 ("Amendment") dated as of March 19, 1999
refers to the Consulting Agreement ("Agreement") dated as of December 7, 1998
between I-Storm, Inc. and Robert L. Tomz and which is hereby attached. The
primary substance of this Amendment is that Robert L. Tomz will no longer be an
officer or acting officer of the Company effective March 19, 1999, which date is
prior to any take-downs or actual closing of the Company's private placement of
its Series C Preferred Stock. Accordingly, the paragraphs in the Agreement are
hereby amended as follows:

PARAGRAPH 1 - RETENTION AND DESCRIPTION OF SERVICES. Effective March 19, 1999,
the first two sentences of the paragraph no longer apply and are replaced with:
"The Company hereby retains Consultant as a Financial Advisor of I-Storm, Inc.
reporting to the Company's President. Consultant will be responsible for
advising the Company on certain financial and administrative activities of the
Company for the term of this Agreement, and the Consultant hereby accepts such
assignment upon the terms and conditions hereinafter set forth."

PARAGRAPH 3(a) - CASH COMPENSATION. Effective January 11, 1999, the first
sentence is deleted in entirety and is replaced with: "The Company shall pay
the Consultant a base retainer during the term of this Agreement, payable
semi-monthly, at the rate of $15,000 per month."

PARAGRAPH 4-- DUTIES. Effective March 19, 1999, the first two sentences of the
paragraph no longer apply and are replaced with: "During the term of this
Agreement, the Consultant hereby promises to perform and discharge faithfully
the duties which may be assigned to him from time to time by the President."

PARAGRAPH 5 -- EXTENT OF SERVICES; OTHER INTERESTS. Effective March 19, 1999,
the words "an Officer" in the last sentence shall be amended to read "a
Financial Advisor".

IN WITNESS WHEREOF, the parties have executed this Amendment to the Agreement as
of the day first written above.


                                                      /s/ ROBERT L. TOMZ
CONSULTANT:                                           --------------------------
                                                      Robert L. Tomz


COMPANY:                                              I-Storm, Inc.

                                                      By /s/ CALBERT LAI
                                                         -----------------------
                                                          Calbert Lai, President