Exhibit 4.5





                               SERVICES AGREEMENT

         THIS SERVICES AGREEMENT, dated as of April 1, 2003 (the Agreement"),
by and between I-Teleco.com, Inc., a Florida Corporation (the "Company"), and
Shimon Fishman, an individual residing in the State of New York (the
"Consultant") (individually, a "Party", collectively, the "Parties").

                                    RECITALS

         WHEREAS, the Company has requested and the Consultant has agreed to
provide certain strategic, financial, and other general corporate consulting
services ("Services"), including but not limited to reviewing the financial
statements incorporated on Forms 10KSB, 10-QSB, assisting in the management of
outsource vendors, business development, and business strategies of the Company.

         WHEREAS, in connection with and in consideration for such Services, the
Company has agreed to compensate Consultant in shares of common stock in lieu of
cash payment.

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants  contained herein, the Parties agree as follows:

         1        TERM.

         This Agreement is terminable at will. This means this Agreement may be
terminated with or without cause and without any notice.

         2.       COMPENSATION.

         2.1      In consideration of the Services to be provided by the
Consultant, the Company agrees to compensate the Consultant with 1,000,000
shares (the "Shares") of common stock of the Company.

         2.2      The Company shall cause the issuance of the Shares to be
registered under the Securities Act of 1933 as amended by filing a Form S-8
Registration Statement covering the Shares within ten (10) business days of the
date of this Agreement. Consultant shall take any action reasonably requested by
the Company in connection with registration or qualification of the Shares under
federal or state securities laws

         2.3      In addition to the foregoing, the Company shall reimburse the
Consultant for such reasonable business expenses which the Consultant incurs
solely in connection with the performance of the Services hereunder. The
Consultant shall obtain the prior written approval of the Company before
incurring any expenses for which the Consultant will seek reimbursement from the
Company. The Consultant must submit receipts for all expenses and otherwise
comply with all of the Company's general policies for expense reimbursement in
order to receive payment therefor. The Company shall reimburse the Consultant
for expenses within fifteen (15) days following submission of all required
documentation.

         2.4      It is expressly understood and agreed that in connection with
the Services to be performed by the Consultant, the Consultant shall be solely
responsible for any and all taxes arising from the consulting fees paid to the
Consultant hereinafter.

         3.       CONFIDENTIALITY.

         3.1      The Consultant shall not disclose any non-public information
obtained by the Consultant from the Company including, without limitation,
information relating to this Agreement. The provisions of this Section shall not
apply to information generally known to the public or the trade, information
available in trade or other publications and information available without
breaching the provisions of this Agreement.

         3.2      This Section shall survive the expiration or termination of
this Agreement.

         4.       REPRESENTATIONS AND WARRANTIES.

         4.1      The Consultant hereby represents and warrants to the Company
 that:

         4.1.1    he has full legal capacity to enter into this Agreement and to
provide the Services hereunder without violation or conflict with any other
agreement or instrument to which the Consultant is a party or may be bound;

         4.1.2    in the course of performing the Services hereunder, the
Consultant will not infringe the patent, trademark or copyright (collectively,
"Intellectual Property") of any third party;

         4.1.3    the execution, delivery and performance of this Agreement does
not and will not conflict with, violate or breach its constituent documents or
any agreement (including, without limitation, any other distribution agreement),
decree, order or judgment or any law or regulation to which it is a party or
subject or by which it or any of its properties or assets is bound.

         5.       RELATIONSHIP OF THE PARTIES.

         The Consultant shall be an independent contractor and the Consultant
shall not be considered in any manner an employee of the Company and the
relationship of the Company and the Consultant shall not in any manner create an
employer-employee relationship between the parties. It is hereby disclosed that
the Consultant is currently employed by The Atlas Group of Companies, LLC, which
is owned by Michael D. Farkas, the indirect majority shareholder of the Company.

         6.       NO WAIVER.

         The failure of any of the parties hereto to enforce any provision
hereof on any occasion shall not be deemed to be a waiver of any preceding or
succeeding breach of such provision or of any other provision.

         7.       ENTIRE AGREEMENT.

         This Agreement constitutes the entire Agreement and understanding of
the parties hereto.

         8.       AMENDMENTS.

         No amendment, modification or waiver of any provision herein shall be
effective  unless in writing, executed by each of the parties hereto.

         9.       GOVERNING LAW; JURISDICTION.

         This Agreement shall be construed, interpreted and enforced in
accordance with and shall be governed by the laws of the State of New York
applicable to agreements made and to be performed entirely therein. In the event
that either Party hereto shall take legal action to enforce any of the
provisions of this Agreement, the Parties agree that the exclusive jurisdiction
for such legal action shall be the state courts of New York or the federal
courts residing in the State of New York.

         10.      BINDING EFFECT.

         This Agreement shall bind and inure to the benefit of the Parties,
their successors and assigns.

         11.      NOTICES.

         Any notice under the provisions of this Agreement shall be deemed given
when received and shall be given by hand, reputable overnight courier service or
by registered or certified mail, return receipt requested, directed to the
addresses set forth above, unless notice of a new address has been sent pursuant
to the terms of this section.

         12.      Unenforceability; Severability.

         If any provision of this Agreement is found to be void or unenforceable
by a court of competent jurisdiction, the remaining provisions of this Agreement
shall, nevertheless, be binding upon the Parties with the same force and effect
as though the unenforceable part had been severed and deleted.

         13.      Counterparts.

         This Agreement may be executed in one or more counterparts, all of
which shall be deemed to be duplicate originals.

         14.      BLEED-OUT.

         Consultant agrees that during the period from the date hereof until
December 1, 2003 (the "Lock-Up Period"), Consultant shall not (except as
permitted below), without the prior written consent of the Company, directly or
indirectly, offer, issue, sell, contract to sell (including, without limitation,
any short sale), grant any option for the sale of, pledge, or otherwise dispose
of or transfer ("Transfer") more than 36,000 shares of common stock in any
one-day period; provided, however, the foregoing restrictions shall not apply to
(i) dispositions by gift, will or by the laws of descent and distribution, or
otherwise to the Consultant's parents, siblings, spouse, children, or
grandchildren, (ii) a trust for the benefit of the Consultant's parents,
siblings, spouse, children, or grandchildren, (iii) a partnership, the general
partner of which is the Consultant or the Consultant's parents, siblings,
spouse, children, or grandchildren, or a corporation or limited liability
company, a majority of whose outstanding equity securities is owned of record or
beneficially by the Consultant or by any of the foregoing; provided that, in
each case, such transferee agrees in writing to be bound by the terms hereof.

         IN WITNESS WHEREOF, the Parties hereto have executed this instrument
the date first above written.

                                   I-TELECO.COM, INC.

                                   By:  /s/ Jamee Kalimi
                                   Name:    Jamee Kalimi
                                   Title:   President



                                   CONSULTANT

                                   By: /s/ Shimon S. Fishman
                                           Shimon Fishman