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                                     James T. Kowalczyk,    
   President; Director                              President; Director

Date: _________________________                 Date:________________________



Affiliated Communications Company, Inc.         Systems Communications, Inc.

By: /s/------------------------                     By: /s/__________________
    Bruce Baker                                     Edwin B. Salmon           
    President Director                              Secretary; Director

Date: ___________________________               Date: _______________________