EXHIBIT 10.8


                              CONSULTING AGREEMENT

AGREEMENT made this 29th day of June, 2004, by and between Keith Jablon, an
individual with an office at 329 Blue Stone Circle, Winter Garden , Florida,
34787, ("Consultant"), and Ivi Communications, Inc., a Nevada Corporation, with
a principal place of business at 6171 W. Century Boulevard, Suite 130A, Los
Angeles, California, 90045 (the "Client").

                                   WITNESSETH

WHEREAS, the Client is a corporation that requires a number of management and
consulting services and,

WHEREAS, Consultant represents that it is knowledgeable and experienced in many
areas, including general management consultation, setting up marketing and
distribution channels, setting up joint venture and direct customer agreements,
creating business plans and Power Point Presentations, and is willing and
capable of performing same for the Client.

NOW THEREFORE, by reason of these premises and in consideration of the mutual
covenants hereinafter set forth, the parties hereto agree as follows:

1.        Term and Appointment of the Consultant:

1.1.      The Client hereby appoints Consultant, to provide the Services (more
          fully described in Exhibits A and made a part of this Agreement) under
          the terms and conditions set forth herein for a period of Six (6)
          months, which will automatically be extended for an additional Twelve
          (12) months unless terminated under the terms set forth below in
          Section 4.0 Termination.

1.2.      If for any reason the Client is not able to perform its obligations
          under this Agreement, Consultant shall bill for and be paid for its
          time and expenses to that point and this Agreement will be terminated,
          however, any residual compensation due to sales shall continue as set
          forth in per paragraph 2.3 below All out-of-pocket expenses will be
          payable to Consultant within seven (7) days of the invoice date, and
          any outstanding balance after the due date shall be subject to a late
          fee of five (5%) percent. Any out of pocket expense over One Hundred
          ($100) Dollars must be preapproved by the Client.

1.3.      Consultant agrees to devote the reasonable time, attention, knowledge,
          and skill necessary to carry out its responsibility as it pertains to
          the work encompassed in Exhibit A ("Services") and made part of this
          Agreement.

2.        Compensation:

2.1       The cash value of the Agreement is Sixty Thousand ($60,000) Dollars.

2.2       In consideration of providing Services, the Client agrees to pay the
          Consultant 375,000 shares of S-8 or free trading common stock of IVI
          Communications, Inc. (IVCM) due and payable upon the signing of this
          Agreement representing payment for the first three (3) months of
          service (the "Initial Period"). The Consultant is aware that the
          Client is planning a two for one forward stock split (subject to board
          approval on 7/2/04). This will effectively deliver 750,000 shares to
          the Consultant. Following the Initial Period the Client agrees to pay
          the Consultant Ten Thousand Thousand ($10,000) Dollars in Cash or Ten
          Thousand Thousand ($10,000) Dollars worth of IVI Communications, Inc.
          (IVCM) S-8 or free trading common stock at a thirty percent (30%)
          discount to market of the previous ten (10) day average closing bid
          price per month payable every Thirty (30) days from the signing of
          this Agreement, plus reimbursement of ordinary out of pocket expenses
          (any item over $100.00 must be pre-approved), when invoiced.


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2.3       Client acknowledges that the use of S-8 stock under this Agreement
          explicitly prohibits the Consultant to engaged in any of the SEC
          prohibitions on giving or receiving S-8 shares for consulting
          activity, including but not limited to, the promotion of the Client's
          shares, promote the resale of shares, the raising of capital and
          arranging reverse mergers. Both Consultant and Client agree to avoid
          these prohibitions.

2.4       Intentionally Omitted.

2.5       Consultant will receive a Five (5%) percent commission on all products
          which are sold through channels that the Consultant initiates during
          the term of this Agreement, including through Joint Venture Agreements
          and/or Agreements with Direct Customers and such payments shall
          continue for a period of One (1) year after termination of this
          Agreement.

2.6       Consultant shall receive Five (5%) percent (in kind) of all
          consideration paid, for any mergers or acquisitions that the
          Consultant is instrumental in finding or facilitating. This
          subprovision shall survive termination of the Agreement.

2.7       All out-of-pocket expenses will be payable to Consultant within seven
          (7) days of the invoice date, and any outstanding balance after the
          due date shall be subject to a late fee of five (5%) percent. Any out
          of pocket expense over One Hundred ($100) Dollars must be preapproved
          by the Client.

3.        Confidentiality:
3.1.      Both Consultant and the Client agree that it will not at any time, or
          in any fashion or manner divulge, disclose or otherwise communicate to
          any person or corporation, in any manner whatsoever, any information
          of any kind, nature, or description concerning any matters affecting
          or relating to the business of each others company. This includes its
          method of operation, or its plans, its processes, or other data of any
          kind or nature that they know, or should have known, is confidential
          and not already information that resides in the public domain.

3.2.      Both the Client and Consultant expressly agree that confidentiality of
          these matters is extremely important and gravely affect the successful
          conduct of business of each company, and its goodwill, and that any
          breach of the terms of this section is a material breach of this
          Agreement.

3.3.      The provisions of this section shall survive termination of the
          Agreement.


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4.        Termination:

4.1.      The Client and/or Consultant have the right to terminate this
          Agreement at any time with thirty (30) days written notice for cause,
          on the basis of the other's incompetence, misconduct, inattention to
          business, or noncompliance with the provisions of this Agreement. In
          the event of a breach of this Agreement by Client, Client shall be
          responsible for any outstanding fees and expenses. Consultant shall
          have the right to terminate this Agreement on the grounds of the
          Client's failure to remit the required monthly payments or in the
          event of any breach of the Agreement by Client. After expiration of
          the first thirty (30) days of this Agreement, Client has the right to
          terminate this Agreement without penalty with thirty (30) days written
          notice. The parties agree that written notice will be deemed accepted
          and received by the parties via certified mail delivered to the
          address above or fax notification.

4.2.      This Agreement may also be terminated by the mutual agreement of the
          parties. Regardless of the reason of termination of this Agreement,
          the Client and Consultant agrees to continue to observe the terms and
          conditions of Section 2, 3 and 4 of this Agreement, and the client
          agrees to pay the Consultant all monies owed under the provisions of
          this Agreement.

5.        Entire Agreement:

5.1.      This written Agreement contains the sole and entire agreement between
          the parties. It supersedes any and all other agreements by and between
          the parties. The parties acknowledge and agree that neither has made
          any representation with respect to the subject matter of this
          Agreement or induced in any way the execution and delivery of this
          Agreement except as expressly stated in the terms of this Agreement.
          The parties further acknowledge that any previous statements or
          representations made by either party to the other are now null and
          void and of no effect.

6.        Arbitration:

6.1.      It is agreed by the parties that disputes arising out of the execution
          or interpretation of this Agreement shall be arbitrated under the
          rules of the American Arbitration Association held in the State of
          Florida. If legal action is taken to enforce this Agreement, the
          prevailing party shall be entitled to recover reasonable attorney
          fees, interest, if applicable, plus arbitration cost for the expense
          of collection or defense of the action at the discretion of the
          arbitrator(s).

7.        Jurisdiction:

7.1.      This Agreement shall be deemed executed in the State of Florida and
          shall be construed under the laws of the State of Florida.

8.         ENFORCEABILITY OF AGREEMENT:

8.1        This Agreement shall neither be deemed to be nor be enforceable
           until executed by Consultant. Further, should the parties fail to
           execute this Agreement within thirty (30) days from the date of
           delivery of this Agreement, then this Agreement and all the terms and
           conditions contained herein shall become and be deemed null and void
           and neither party named herein shall be bound hereby. Consultant,
           without the consent of Client, shall have the sole option to extend
           the time requirements set forth within this section 8, and any
           request by Client to extend the time requirements set forth in
           section 8 must be approved by MSI in writing.



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9.        NOTICE

9.1.      All notices must be in writing and sent to the appropriate address
          list above, or to such other address as either party may request so
          long as said request is in writing, by first class mail and either
          certified mail return receipt requested or overnight courier service.
          Notice shall be deemed given as of the date of deposit with the United
          States Postal Service (in the case of certified mail) or overnight
          courier.

10.       REVERSION OF STOCK PAYMENT

10.1.     If at any time, Client shall be in default of the payment provisions
          of this contract for a period greater than thirty (30) days, then the
          Consultant shall no longer be obligated to accept payment in the form
          of S-8 shares of stock and the balance due, and any payments due
          thereafter, shall be paid only in cash, certified check, cashiers
          check or money order, unless Client is advised otherwise by Consultant
          in writing. Further, if at any time, Client shall be in default of the
          payment provisions of this contract for a period greater than five (5)
          days, all services provided by Consultant under this Agreement shall
          be suspended until such time as payment in full of any outstanding
          balance is made and services under the Agreement shall be reinstated
          on the day after the day on which payment is received. Consultant
          reserves the right, at Consultant's sole option, to submit and assign
          any outstanding balance to an independent third party for the purpose
          of collecting any outstanding balance owed Consultant.



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

                            CLIENT:

                            IVI Communications, Inc.
                            A Nevada Corporation


                            By: /s/ Nyhl Henson
                            ----------------------------------
                            Nyhl Henson, President



                            CONSULTANT:

                            Keith Jablon



                            By: /s/ Keith Jablon
                            --------------------------
                            Keith Jablon



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                                 E X H I B I T A
                   (MANAGEMENT CONSULTING AND AGENT SERVICES)


Services To Be Provided:

The services listed below are available to the Client during the term of this
Agreement and Consultant will work closely with the Client to set priorities and
objectives to be accomplished during this engagement.

A)                After contract signing, Consultant shall meet with the Client
                  for product training and to discuss business strategies.

B)                Consultant shall produce a strategy for evaluating Acquisition
                  candidates and Third Party Suppliers for the Client's current
                  and future Broadband/ISP networks based on the Client's
                  business strategy.

C)                Consultant shall evaluate various Acquisition Candidates and
                  Third Party Suppliers on behalf of the Client for their
                  Broadband/ISP networks. This will be done via phone, fax,
                  email, and in-person meetings.

D)                Consultant shall work with the Client to produce
                  Specifications and Requests for Quotations for Potential Third
                  Party Suppliers.

E)                Consultant will work with the Client to evaluate and answer
                  Bids given by Third Party Suppliers. This includes testing of
                  products and interacting with engineering staffs from both the
                  Client and Potential Suppliers.

F)                Consultant shall negotiate Purchase Agreements with Third
                  Party Suppliers with or on behalf of the Client. This includes
                  Letters of Intent, Testing Specifications, Purchase
                  Agreements.

G)                Consultant shall maintain and oversee Third Party Suppliers to
                  ensure that they abide to their commitment to the Client.

H)                General Business Consulting (answering questions, giving
                  advice, introductions) as required.


         /s/ NH                 /s/ KJ
         -----------------     -----------------------
             INT.                  INT.



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