Exhibit 10.44

Intelicom International Holding, Inc.

RE-CAPITALIZATION AGREEMENT

This Agreement is entered into on this 8th day of September 1998 by
and between Intelicom International Holding, Inc., (hereinafter
"Intelicom") with offices at 28050 US 19 North, Suite 202,
Clearwater, Florida 34621, Systems Communications, Inc.,
(hereinafter"SCI") with offices at 4707 140th Avenue North, Suite 107,
Clearwater, Florida 33762, Affiliated Communications, Company, Inc.,
(hereinafter "ACCI") with offices in Clearwater, Florida.

WHEREAS, SCI and ACCI are shareholders of Intelicom; and

WHEREAS, Intelicom is preparing to do a private placement to raise
operating capital; and

WHEREAS, Intelicom has done an analysis and determined the need to
reduce the number of issued and outstanding shares in order to
provide an attractive opportunity to investors; and

WHEREAS, Intelicom has presented the attached re-capitalization plan
to the parties; and

WHEREAS, SCI and ACCI recognizes the need for re-capitalization of
Intelicom, and would like to enhance the opportunity for Intelicom's
success;

NOW THEREFORE, in consideration of the promises and covenants
contained herein, and other good and valuable consideration, the
receipt and sufficiency of which the Parties hereto acknowledge, the
Parties agree as follows:

1. SCI will surrender 375,000 shares of its 1,000,000 shares of
Intelicom common stock to Intelicom, for cancellation.

2. SCI will distribute 300,000 shares of the remaining stock as a
dividend to its existing shareholders to create a shareholder base
for the Intelicom common stock.

3. SCI will provide Intelicom verification that upon distribution of
the dividend to its shareholders that it will have a minimum of
300 shareholders with a minimum of 100 shares each, in order to
meet the requirements of NASDQ.

4. The remaining 325,000 shares will be used to pay consultants and
fees associated with the furtherance of Intelicom.  Of these
shares, SCI will administer 200,000 as agreed, with the prior
approval of Bruce Baker, a third party consultant.  The additional
125,000 shares will be put into Dunn Capital Corp., a consulting
firm under an agreement that said shares will not be distributed
without the prior approval of Bruce Baker.

5. The parties agree to cancel the existing ACCI consulting Agreement
by and between the parties.

6. ACCI will return it's issued 2,000,000 shares of Intelicom stock
to Intelicom and Intelicom agrees to redistribute the stock in
accordance with attached re-capitalization as founders stock.

7. With the execution of this Agreement, Intelicom rescinds the
authorization of the additional 1,000,000 shares to ACCI that were
approved in the "Action by Written Consent of the Board of
Directors dated August 9th 1998.

8. Intelicom will issue to Ken Allen as part of his employment
agreement, 50,000 shares of restricted stock.

9. Intelicom will issue to Jackson Morris 25,000 shares of restricted
stock.

10. The parties agree to the re-capitalization as set forth herein
and attached hereto and believe it to be in the best interest of
the shareholders and future investors.

11. This Agreement and interpretation thereof shall be governed by
the laws of the State of Florida and the State and/or Federal
courts located in Hillsborough County Florida shall be the
exclusive proper jurisdiction for any disputes arising hereunder.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound,
have executed this Agreement effective as of the date indicated
above:

Intelicom International Holding, Inc.		Systems Communications, Inc.

By: /s/________________________           	By: /s/_____________________
Mark D. Cobb, President; Director		        James T. Kowalczyk, President;
                                                Director

Date: _________________________			         Date: ______________________


Affiliated Communications Company, Inc.	   Systems Communications, Inc.

By: /s/________________________     	  		  By: /s/_____________________
Bruce Baker, President; Director		         Edwin B. Salmon, Secretary;
                                                       Director

Date:__________________________	           Date: _______________________