EXHIBIT 10.10

                       UNICORN CAPITAL INVESTMENTS LIMITED
                       A First Fidelity Subsidiary Company
                  1133 Broadway, Suite 706, New York, NY 10010
                       (516) 977-3395, fax; (212) 627-8877
07-08-02
Mr. Cella:

SUBJECT;  CONDITIONAL  PROPOSAL FOR AN EQUITY INVESTMENT OF FOUR MILLION DOLLARS
          INTO RDC INTERNATIONAL

Dear Mr. Cella :

Enclosed is our conditional  proposal and attached agreement for your review and
approval.  We have  prepared a  preliminary  offer to  purchase up to 15% of the
above company's stock (hereafter known as the client and/or Client Company).

Structure of the  Transaction:  Fifteen percent (15%) stock equity position upon
the  issue  of  $4,000,000  in asset  capitalization.  Additional  debt  capital
infusion  will be made for the purpose of expansion  and  operating  capital and
shall occur upon the completion of the full due diligence.

Client Company Equity Position
The owners (client  Company) shall receive a 85% equity  position in the company
and obtain a cash-out opportunity at the end of the three year contractual term.

Investor(s) equity Position
The  investor/Consultant  shall receive 15% equity stock in return for providing
for  a  total   capitalization  of  $4,000,000  in  cash  credits  and  or  cash
equivalents.  The  investor  shall  obtain one seat on the board of advisors and
perform as a paid financial and management consultant to the Board Of Advisors.

THE INVESTOR(S) AND AFFILIATE COMPANIES.
The Investor is a principal and investor in the following  affiliate  companies.
Unicorn Capital is a $100,000,000 dollar company and is a DBA as Fargo Financial
in some states,  . Unicorn  Capital is owned 100% by First Fedality  Financial a
multi-billion dollar investment firm based in London.  Hereafter Unicorn Capital
Inc., Shall be known as the investor.  Fargo Financial LLC, Services" consist of
financial  advisors,   merchant  bankers  and  Venture  Capital   professionals,
hereafter  shall be known as the  "Financial  Consultant".  For the past fifteen
years the company has  specialized  in creative  financing  and raising  debt or
equity  capital  for small and medium size  businesses  and the  turn-around  of
chapter eleven troubled companies.

FUTURE GROWTH AND DEVELOPMENT OF THE COMPANY
The client shall have in place a certain business affiliate opportunities ,i.e.,
marketing group affiliates,  and other value contributing  affiliates which will
enhance the  prospects  for the future  growth of the  company.  Within the next
sixty (60) days,  the investor  shall  provide up to  $4,000,000 in assets which
will enhance the financial  position of the company.  The enhanced balance sheet
is required in order to meet the S.E. C. listing  requirements  of the company's
stock at $5.00 per share.

Once the "holding  company" is fully merged and operational,  the investor shall
introduce and bring in addition equity  investors to raise from $5,000,000 up to
$10,000,000  from a DPO or  secondary  Market  Maker  offering  and/or  internet
offering through its private data base of Angel Investors.






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Conditional Proposal Cont.

Fargo Financial Services (Consultants)  Responsibilities

o    Devote at least up to 15 hours per week to the development of the project.
o    Establish a financial expansion plan for the company to meet its next level
     of corporate growth.
o    Provide  counsel  to  the  Board  of  Directors  on  matters  of  corporate
     reorganization and financial expansion.
o    Perform as an Advisory Board Member
o    Add value to the company through an equity for stock investment.
o    Key  responsibility for seeing that the company obtain the necessary equity
     and funds to expand its businesses.
o    Structure the financial operation of the company to meet current and future
     financial requirements.

Compensation of key Executive(s)
The Investor (Fargo Financial) shall receive a consulting fee of $175,000.00 per
year of  which  $100,000.00  will be  deferred  for the  first  12  months.  The
remainder will be paid out on a monthly term.  Should there be a requirement for
the  investor to relocate on a interim  bases,  it is expected  that housing and
living expenses will be paid by the company.

The existing  management and staff is expected to continue  employment  with the
company  for at lease the next  three  years.  The  existing  management  may be
supplemented by an experienced CFO/CPA.


Client/Management responsibility

o    A strong  management  team is key to approving  projects for debt or equity
     financing.
o    The  management/owner  will be  responsible  for the  continuing day to day
     activities and operation of the company.
o    Management will be responsible for providing  administrative and management
     support to the investor in the structuring and funding of the company.
o    The  management  /owner will be held to a  performance  based  reporting of
     task, problems and activities of the company on a regular monthly basis.
o    Management/owners are expected to continue to promote the company, bring in
     additional contracts, staff the company with qualified employees,  identify
     future potential  merger/acquisition  candidate companies,  maintain a high
     level of integrity and fiscal responsibility to the company.
o    All employee contracts shall be on a performance/contribution basis
o    The management/Principals  shall assist in the future debt/equity financing
     of the company.

Escrow of stock
The stock of both parties should be escrowed and tied to performance  conditions
i.e., The investor shall be responsible for the development and financial growth
of the company as listed above. The client shall be responsible for managing the
operation of the company and other task as described above.

Board Advisors
The client shall  establish a Board Of Advisors and investor (s) shall have look
two seats on the Board of Advisors and receive quarterly financial reports alone
with a year-end audited financial statement.

Company Financials
The new owners and management will have joint  responsibility  for all financial
reporting, and some administrative processes.







<PAGE>



Conditional Proposal Cont.


Required Documentation

A    full blown  business  plan should  contain the majority of the  information
     listed below:
     1.   Financial statement of corporation and each principal
     2.   History of company and management background
     3.   Two years of federal and tax returns for corporation and principals
     4.   Resume of principals
     5.   Present financing, if any (copy of mortgage, contract, commitment)
     6.   If  corporation,  certificate  of good  standing from the Secretary of
          State's office
     7.   If  corporation,  copy of the most recent annual  statement filed with
          the Secretary of State's office
     8.   Letter for the president  stating that there are no liens,  law suits,
          or any other encumbrance against the corporation.
     9.   A signed Corporate resolution approving the equity investment


Closing Documents
|X|  Consulting and Management Contract
|X|  Guarantee Agreement
|X|  Pay Order
|X|  Corporation Resolution
|X|  Evidence of Escrow Account
|X|  Non-Circumvent and Non-Disclosure
|X|  Client Acceptance Letter
|X|  Memorandum of Agreement
|X|  Corporate Note

Fees And Expenses
A breakdown  of fees and  expenses  are listed the  attached  addendum  entitled
proposal  financial  terms  and  conditions.  FFS shall be  responsible  for the
splitting or payment of any  advanced  fees and expenses on behalf of the client
company.  All advanced fees shall go toward the payment of the client  company's
investment  accounts  and  pre-payment  of  interest  on  the  asset  allocation
accounts.  (see  attached  proposal of terms.  All expenses and fees are due and
payable in advance.  FFS shall have the option to request that a 30 day suspense
account  be  establish  in which  we will  open the  account  and  place it in a
suspense file and at the end of thirty days the account will either terminate or
covert to a fully sustained account.

General Conditions Of This Offer:

o The finalization and signing of this agreement o The signing of the Master
Executive Investment Services Agreement o Due Diligence documentation (see
attachment)
     o    A signed Board agreement by both parties to enter into this agreement
     o    There are no liens,  lawsuits  or other  legal  judgments  against the
          company and/or it's owners.
     o    All federal,  state and local taxes are current o The  execution of an
          employment  contract with Mr.  Thomas Hoops and a consulting  contract
          with the investor (FFS).
     o    The signing and  acceptance of the attached  proposal which is part of
          this document.
     o    No new contracts  entered into by the company  within the past 30 days
          of this agreement date shall be binding upon this agreement.
     o    All financial and business  activities of the company shall be factual
          respresentations.

Key Conditions of the Owners.
The management and key supporting  staff shall remain with the company for three
years at which time the  owner(s)  may elect to cash out and leave the  company,
sign an agreement  for a second three year renewal and or a  combination  of the
two above options.  Management  shall  participate in the development of a three
year business plan of action for the growth and development of the company



<PAGE>



Conditional Proposal Cont.



Key Conditions of the Investor/Consultant
Investor/Consultant  shall provide for the short and long term financial support
of the company's business plan.

Should any of the above  conditions and or false  statements on behalf of either
parties  which may affect the  completion  of either the  business or  financial
commitments  on behalf of either  parties shall render this  agreement  null and
void, thus cancel out all previous business or financial transactions.

Important Note;     This offer shall  automatically  expire fifteen  (15)working
                    days from the Above  Date.  Direct All  inquiries  regarding
                    this proposal to your Account Representative.


On Behalf of;                      SIGNATURES
 Investor Representative                       Client Company Representative
Fargo Financial Services                       RDC International, Inc.


/s/ Jason Kuruso                                /s/John Harkola
---------------------------                     ---------------------------
                                                Chief Executive Officer

The  above  signatures  on this  document  is  considered  legally  binding  and
committed to the terms and conditions of this agreement.

Attachment: Proposal of Terms and Conditions


<PAGE>




                       UNICORN CAPITAL INVESTMENTS LIMITED
                       A First Fidelity Subsidiary Company
                  1133 Broadway, Suite 706, New York, NY 10010
                       (516) 977-3395, fax; (212) 627-8877

07-08-02
Mr. Cella:


SUBJECT; TERMS OF A  CONDITIONAL  FINANCIAL  PROPOSAL TO PROVIDE  $4,000,000  IN
         EQUITY CAPITALIZATION TO THE RDC INTERNATIONAL.


Dear Mr. Cella:

Enclosed is a financial  proposal  of terms and  conditions  to provide a equity
investment  in the amount of $4,000,000  in asset  capitalization  for the above
named  project.  The terms of the  offer are  contained  below  for  review  and
acceptance. Upon your acceptance these terms and conditions become a part of the
Master Financial Investment and Consulting Agreement which establishes the basis
for the opening of your investment account.

<TABLE>
<S>                                  <C>
1) COLLATERAL AMOUNT:                $4,000,000 cash or cash equivalents
                                     Thirty-Six Months (36) and one day.

3) COST TO SET UP THE ACCOUNTS:      $32,000.00  per  year.   First year payable upon
                                     the  acceptance of this agreement.  Initial Fees
                                     will  be  used  to  pre-pay of  interest, open a
                                     fiduciary account,  open escrow and transfer the
                                     assets.


4) ANNUAL COSTS TO MAINTAIN ACCOUNT: One (001.%) annual maintenance plus

5) COMMISSIONS:                      A one time flat fee of $175,000 plus any amounts
                                     advanced shall be due upon funding depending upon
                                     substances  and funding level.

5) EQUITY:                           Fifteen percent (15%) equity  upon allocation.
                                     Of the asset/funds
</TABLE>

  NOTES

a) The client is expected to participate  in the full and/or partial  payment of
the above  fees.  The client  shall  have the obtain a loan from the  consulting
company  (FFS) to pay  partial  and/or  all of the above  fees in  return  for a
corporate term note.
b) The basic fees of setting up the account and pre-payment of interest shall be
paid prior to the open of the account and transfer of assets.
c) All advanced fees paid by the client less $500.00 for administrative expenses
shall be returned should the above  transaction not transpire within the next 30
days.

THIS OFFER WILL EXPIRE WITHIN FIFTEEN (15) WORKING DAYS FROM THE ABOVE DATE.


Sincerely,
On behalf of;
Investor representative
(Fargo Financial  Services LLC)                Client Representative

/s/ Jason Kuruso                                /s/John Harkola
---------------------------                     ---------------------------
                                                Chief Executive Officer

Note; This  proposal  is an  addendum  to the equity  investment  proposal.  All
      responses   and   questions   shall  be directed   through  the   Investor
      Representative.