Exhibit 10.2


                              CONSULTING AGREEMENT

         This CONSULTING AGREEMENT (the "Agreement") entered into effective this
19th day of March,  2004,  by and  between USA Telcom  Internationale,  a Nevada
corporation (the "Company") and AMVI ("Consultant").

         WHEREAS,  Consultant has agreed to provide business strategy consulting
services to the Company; and

         WHEREAS, this Agreement is made to set out the compensation, conditions
and guidelines that will govern the relationship between the parties.

         NOW,  THEREFORE,  in consideration of the mutual promises and covenants
contained herein, the receipt and sufficiency of which is expressly acknowledged
by the parties hereto, the parties agree as follows:

1.       The Services

         Effective the date above (the  "Effective  Date"),  and for the term of
         this Agreement,  Consultant will provide business  strategy  consulting
         services,  including, but not limited to, establishing a business plan,
         model, and growth strategy for the Company (the "Services").

2.       Term of Agreement

         Unless otherwise  terminated as provided hereunder,  the Services shall
         be provided to the Company from the Effective Date through December 31,
         2004.

3.       Costs and Expenses

         The Company understands that, in the course of Consultant's  efforts to
         develop  the  Company's  corporate  image,  it  may  be  necessary  for
         Consultant  to  incur  certain  costs or  expenses.  the  Company  will
         reimburse  Consultant  for the  costs  or  expenses  by  Consultant  in
         providing  the  Services to the  Company,  provided  such  expenses are
         approved by the Company in writing in advance.

4.       Payment for Services

         In  consideration  for the  services,  the  Company  agrees  to pay the
         Consultant a total of $141,515.60, payable as follows: (i) $36,000 upon
         execution  of this  Agreement;  (ii)  $36,000 on April 1,  2004,  (iii)
         $36,000 on July 1, 2004, and (iv) $33,515.60 on October 1, 2004.


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5        Involvement of the Company

         The Company expects to be kept informed on the progress of Consultant's
         Services  and, in this  regard,  Consultant  agrees to keep the Company
         apprised of all material  developments  in writing at least  quarterly.
         Conversely,  there  may be times  when  Consultant  will need to obtain
         information  from the Company.  All  requests for access to  documents,
         employees, or other information of the Company shall be granted without
         unreasonable delay.

6.       Termination

         Once  payment  under  Section  4 is  made in  full,  either  party  may
         terminate  this  Agreement  upon five (5) days' notice by registered or
         certified mail, return receipt requested, addressed to the other party.

7.       Non- Exclusive Relationship

         This Agreement, neither expressly nor impliedly, creates a relationship
         of  principal  and agent  between the Company  and  Consultant,  nor is
         Consultant  bound by this  Agreement  or the  contractual  relationship
         created hereunder to act exclusively for the Company, or to provide the
         Company with any priority or exclusive  right to any Services,  whether
         on behalf of the Company or resulting  from work which  Consultant  has
         performed for other clients.

8.       Independent Contractor

         It is understood and agreed that Consultant is acting as an independent
         contractor in providing the Services under this Agreement, Accordingly,
         Consultant  will be  responsible  for  payment  of all of his  federal,
         state,  and local  taxes on fees paid under this  Agreement,  including
         income and social  security  taxes,  unemployment,  insurance,  and any
         other taxes as may be required.

9.       Confidential Non-Circumvention

         Not  withstanding  Consultant's  non-exclusive  relationship  with  the
         Company,   Consultant   and  the  Company   agree  that  all  nonpublic
         information concerning the identity of the Opportunities  introduced to
         the  Company  and  the  Company's   business  in  general,   is  highly
         confidential and proprietary ("Confidential  Information").  Consultant
         and  the  Company   acknowledge  that  such  Confidential   Information
         represents a  legitimate,  valuable,  and  protectable  interest of the
         Company, which the Company has invested considerable time, expenses and
         other  valuable   resources,   and  gives  the  Company  a  competitive
         advantage,   which  would   otherwise  be  lost  if  the   Confidential
         Information was improperly disclosed or used by Consultant.


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10.      Assignment

         This Agreement and the rights and  obligations  hereunder  shall not be
         assigned.

11.      Counterparts: Facsimile

         This  Agreement  may  be  executed   simultaneously   in  two  or  more
         counterparts,  each of which  shall be deemed an  original,  but all of
         which  together  shall  constitute  one  and  the  same  instrument.  A
         facsimile,  telecopy  or other  reproduction  of the  original,  or any
         counterpart  hereof,  and such executed  original,  or any  counterpart
         hereof,  may  be  delivered  by  facsimile  or  similar   instantaneous
         electronic transmission device pursuant to which the signature of or on
         behalf of such party can be seen, and such execution and delivery shall
         be considered  valid,  binding and  effective for all purposes.  At the
         request of any party  hereto,  all parties agree to execute an original
         of  this  instrument  as  well  as any  facsimile,  telecopy  or  other
         reproduction hereof.

12.      Further Documentation

         Each party hereto  agrees to execute such  additional  instruments  and
         take such action as may be  reasonably  requested by the other party to
         effect  the  transaction,  or  otherwise  to carry out the  intent  and
         purposes of this Agreement.

13.      Notice

         All notices and other communications  hereunder shall be in writing and
         shall  be sent by  prepaid  first  class  mail  to the  parties  at the
         following  addresses,  as amended by the parties with written notice to
         the other:

         To Consultant:             AMVI
                                    2620 S. Maryland Parkway, Suite 14
                                    Las Vegas, NV 89109

         To the Company:            USA Telcom Internationale
                                    1549 N. Leroy St.
                                    Suite D-1000
                                    Fenton, MI 48430

14.      Governing Law

         This  Agreement was negotiated and shall be governed by the laws of the
         Nevada notwithstanding any conflict-of-law provision to the contrary.


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15.      Entire Agreement

         This Agreement set forth the entire  understanding  between the parties
         hereto and no other prior written or oral statement or agreement  shall
         be recognized or enforced.

16.      Severability

         If a court of  competent  jurisdiction  determines  that any  clause or
         provision of this Agreement is invalid,  illegal or unenforceable,  the
         other  clauses and  provisions  of the  Agreement  shall remain in full
         force and effect and the clauses and provisions which are determined to
         be void,  illegal or unenforceable  shall be limited so that they shall
         remain in effect to the extent permissible by law.

17.      Amendment or Waiver

         Every right and remedy  provided  herein shall be cumulative with every
         other right and remedy, whether conferred herein, at law, or in equity,
         and may be enforced concurrently  herewith,  and no waiver by any party
         of the performance of any obligation by the other shall be construed as
         a  waiver  of the  same or any  other  default  then,  theretofore,  or
         thereafter  occurring  or  existing.  A writing  signed by all  parties
         hereto may amend this Agreement.

18.      Headings

         The section and subsection  headings in this Agreement are inserted for
         convenience  only  and  shall  not  affect  in any way the  meaning  or
         interpretation of this Agreement.

         IN WITNESS WHEREOF,  the parties have executed this Agreement the dates
first written above.

                                                  The "Company"
                                                  USA Telcom Internationale

                                                  By: /s/ Robert Simpson
                                                      -------------------------
                                                          Name: Robert Simpson
                                                          Title: President

                                                  "Consultant"
                                                  AMVI

                                                  By: /s/ Allen E. Jones
                                                      -------------------------
                                                          Name: Allen E. Jones
                                                          Title: President


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