EXHIBIT 10.6 - Resale and Distribution Agreement

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            PORTIONS OF THIS DOCUMENT CONTAINING "XXXXXX" IS MATERIAL
             WHICH IDENTIFIES THE PARTY TO THIS AGREEMENT AND HAS
               BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
               TREATMENT AND FILED SEPARATELY WITH THE COMMISSION.
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                        RESALE AND DISTRIBUTION AGREEMENT
                           PIPELINE TECHNOLOGIES, INC.

This PrePaid Long Distance Resale and  Distribution  Agreement  ("Agreement") is
made by and between Pipeline Technologies,  Inc., a Florida Corporation ("PLT"),
and  XXXXXXXXXXXXXXXXX  and  XXXX  XXXXXXXXXXXXXX  ("Distributor"),   a  XXXXXXX
Corporation.  In consideration of the mutual covenants and agreements  contained
herein,  and for other good and  valuable  consideration,  the Parties  agree as
follows.

1.   Definitions.

     (a)  "Dealer"  means a Person  authorized by the  Distributor to distribute
          the Service in conjunction with or on behalf of the PLT.

     (b)  "Effective Date" shall mean the date this Agreement is executed by the
          Parities.

     (c)  "Person"  shall  mean  any  individual,  company,  corporation,  firm,
          partnership,  joint venture,  association,  organization, or trust, in
          each case whether or not having a separate legal identity.

     (d)  "PrePaid  Packages"  shall have the  meaning  assigned to such term in
          Exhibit A attached hereto.

     (e)  "PrePaid  Services"  or  "Services"  shall mean the  Prepaid  Card PIN
          programs  offered by PLT, under its brand name, such PrePaid  Services
          are  further   defined   and  limited  by  the  PrePaid   Package  and
          descriptions set forth in Exhibit A attached hereto.

     (f)  "Consumer"  means any Person who has purchased the PrePaid as a result
          of the Company's efforts under this Agreement.


2.   Scope.

     (a)  PLT,  hereby  appoints  the  Distributor  to  serve  as  an  exclusive
          electronic  terminal  distributor  of the Service in the United States
          and its  territories  in accordance  with the terms and  conditions of
          this Agreement in Attachment (B). It is understood that all Agreements
          in place as of the  date of this  Agreement  are  excluded  from  this
          Agreement  and PLT  reserves  the right to sell the Service or similar
          products thru its properitory web site. The Distributor shall purchase
          Services  in its own name and  account  for resale to  Dealers  and/or
          Subscribers within the United States.

     (b)  It is  acknowledged  that the  Distributor  may enlist the services of
          Dealers to assist  the  Distributor  in its  efforts  and  obligations
          hereunder;  provided,  however,  that  in  connection  therewith,  the
          Distributor  shall (i) be such Dealers,  and (ii) secure the execution
          of any and all  agreements  necessary  or  appropriate  to ensure  the
          compliance  by such Dealers  with the  applicable  provisions  of this
          Agreement.  Neither PLT, nor its affiliates  shall have any obligation
          or  responsibility,  monetary or  otherwise,  with respect to any such
          Dealers. A list of all distribution  points are outlined in Attachment
          E. This list will be expanded over the term of the Agreement.

     (c)  PLT, shall provide  Consumers  access to the PLT network in accordance
          with the terms and  conditions  contained  in the  description  of the
          Product.


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     (d)  PLT, further grants full exclusive  distribution rights of its Service
          and network to XXXXXXXXXXXXXXXXX for prepaid cards through  Electronic
          Distribution throughout its current customer base.


3.   Order, Forecasting and Shipping Procedures.

     (a)  The terms and conditions  set forth in this  Agreement  shall apply to
          any  purchase  made  hereunder  and  shall  supersede  the  terms  and
          conditions contained in any purchase order or other document furnished
          in connection with such order,  except to the extent  necessary to set
          forth the specific Service being procured,  the quantity of Service to
          be delivered and the place and requested date of delivery.

     (b)  PLT, shall fulfill Long Distance Services on behalf of the Distributor
          in accordance with orders received from the Company, subject, however,
          to availability  and any applicable  producer lead time  requirements.
          Subject to foregoing PLT, will deliver all Services to the Consumer at
          the address  designated in the applicable order via standard  industry
          methods of PLT's choice.  PLT, shall bear all  installation  costs for
          service requests made in accordance with the foregoing.

     (c)  Pipeline  Technologies's  "Customer  Service  Satisfaction  Guarantee"
          shall apply to all orders and PLT, will make all efforts  necessary to
          fulfill  this  guarantee  to end user  customer.  All  merchantability
          representations are the responsibility of the PLT.

     (d)  PLT agrees to supply on a regular basis the PINs  necessary to support
          the  electronic  transmissions  of such PIN's through  XXXXX's  retail
          network.

     (e)  These PINs shall be provided in a format as outlined in Attachment D.


4.   Price and Payment.

     (a)  The Distributor shall compensate PLT, for the Pin's in accordance with
          the pricing set forth in Exhibit A attached  hereto,  as Exhibit A may
          be modified by PLT,  form time to time upon at least  thirty (30) days
          advance notice to the Company.  Prices  charged by the  Distributor to
          Dealers and Subscribers for the Service shall be determined  solely by
          the Company.  Consistent  with the PLT tariffs as they are set by each
          State PUC.

     (b)  PLT, shall invoice the Distributor  for all fees and charges  accruing
          hereunder.  Such  fees and  charges  shall be due and  payable  by the
          Distributor  within ten (10) days  following the date of PLT's invoice
          or sooner by ACH  Settlement.  Distributor  shall provide to PLT daily
          sales reports,  and make payments  through ACH in a manner  consistent
          with  all  Distributors  ACH  Agreements.  A  reconciliation  will  be
          provided with any such payment on an every two week basis. If required
          PLT can go "online" with Distributor's web site to evaluate sales. PLT
          reserves the right to audit Distributor's records with notice at PLT's
          sole cost. For the purposes of this  Agreement,  distributor  shall be
          billed on the (1st)  first and the (15th)  fifteenth  of each month of
          the preceding period. All use and other such governmentally imposed or
          authorized taxes,  fees,  assessments and surcharges  relating to this
          Agreement and/or the PrePaid Services,  except income taxes based upon
          the income of PLT, shall be paid by the PLT.


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5.   Representations and Warranties.

     Each  Party  represents  and  warrants  to the  other  that  (a) it is duly
     organized,  validly  existing,  and in good standing  under the laws of the
     state of its organization;  (b) it has all requisite power and authority to
     enter into this  Agreement  and to carry out and  perform  its  obligations
     under  the  terms of this  Agreement;  (c)  this  Agreement  has been  duly
     authorized,  executed and  delivered  and  constitutes  a valid and binding
     obligation of such party  enforceable in accordance with its terms,  except
     as the same may be limited by bankruptcy,  insolvency, moratorium and other
     laws of general application affecting the enforcement of creditors' rights;
     and (d) the execution, delivery and performance of and compliance with this
     Agreement does not and will not conflict with,  constitute a default under,
     or result in the creation of any mortgage,  pledge,  lien,  encumbrance  or
     charge upon any of the  properties  or assets of such party,  nor result in
     any violation of (i) any term of its certificate of  incorporation,  bylaws
     or other governing  documents,  (ii) any term or provision of any mortgage,
     indenture,  contract, agreement,  instrument,  judgment of decree, or (iii)
     any order, statute, rule or regulation.


6.   Disclaimer of Warranties and Limitation of Liability.

     PLT, AND ITS AFFILIATES MAKE NO WARRANTIES,  EXPRESS OR IMPLIED, CONCERNING
     THE  SERVICES,  THE  SERVICE  OR THE PLT,  NETWORK,  AND  HEREBY  EXPRESSLY
     DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY OR
     FITNESS FOR A PARTICULAR USE OR PURPOSE.  Under no circumstances shall PLT,
     or its  affiliates  be  liable  to the  Distributor  or any  other  Person,
     including,  without limitation,  Consumers, for any loss, injury or damage,
     of whatever kind or nature,  resulting from or arising out of any mistakes,
     errors, omissions, delays or interruptions in the receipt,  transmission or
     storage  of any  messages,  signals  or  information  arising  out of or in
     connection with the Services of us of the PLT,  network.  WITHOUT  LIMITING
     THE  GENERALITY OF THE  FOREGOING,  IN NO EVENT SHALL PLT, BE LIABLE TO THE
     DISTRIBUTOR ANY OTHER PERSON, INCLUDING, WITHOUT LIMITATION, CONSUMERS, FOR
     INDIRECT,  INCIDENTAL OR SPECIAL DAMAGES, LOST PROFITS, LOST SAVINGS OR ANY
     OTHER FORM OF CONSEQUENTIAL DAMAGES, REGARDLESS OF THE FORM OF ACTION, EVEN
     IF PLT,  HAS BEEN  ADVISED  OF THE  POSSIBILITY  OF SUCH  DAMAGES,  WHETHER
     RESULTING FROM BREACH OF ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE.


7.   Indemnity and Insurance.

     (a)  Indemnity. The Parties shall defend, indemnify and hold each other and
          its  affiliates  harmless  from and against  any and all  liabilities,
          losses,  damages,  and costs,  including  reasonable  attorney's fees,
          resulting from,  arising out of , or in any way connected with (i) any
          breach by either Party of any  warranty,  representation,  covenant or
          agreement contained herein, (ii) the performance of the Parties duties
          and  obligations  hereunder,  or  (iii)  the  unauthorized  use by the
          Parties of any PLT,  marks of the Parties.  The Company's  obligations
          under this Section shall survive the termination of this Agreement.

     (b)  Insurance.  The Parties shall maintain comprehensive general liability
          insurance in a combined  single limit of not less than  $1,000,000.00.
          Purchase  and  maintenance  of this  insurance  shall not  relieve the
          Parties of any of its responsibilities  hereunder, and the Distributor
          may carry,  at its  expense,  such  additional  insurance  amounts and
          coverage as it deems necessary.


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8.   Audit & Records.

     From time to time  Distributor may require an audit of the customer records
     on file.  PLT will  maintain on a separate  computer  file all  Distributor
     customer  records.  Such  file  will  be  accessible  to  Distributor  upon
     reasonable  demand and or by Internet  Access.  All such files and customer
     records  will  be  maintained  by  PLT.  Further,   it  is  understood  and
     acknowledged  that these records and customer base are the sole property of
     the Distributor.


9.   Term and Termination.

     (a)  The term of this Agreement shall commence as of the Effective Date and
          shall continue in effect for a two (2) year period or until terminated
          as set forth below.

     (b)  Either Party may terminate this Agreement  without cause upon at least
          three (3) months prior written notice to either Party.

     (c)  Upon the  occurrence of an event or default,  the Party not in default
          shall have the right to terminate  this  Agreement upon written notice
          to the other  Party and the  failure  of the other  Party to cure such
          default within thirty (30) days of receiving such written  notice.  As
          used herein,  the term "event of default"  shall mean (i) failure by a
          Party  to  observe  or  perform  in any  material  respect  any of the
          covenants or agreements  contained in this Agreement or (ii) a Party's
          insolvency,  assignment  for the benefit of creditors,  appointment or
          sufferance of appointment of a trustee, a receiver or similar officer,
          or    commencement   of   a   proceeding    seeking    reorganization,
          rehabilitation,  liquidation or similar  relief under the  bankruptcy,
          insolvency or similar debtor-relief status.

     (d)  Upon any termination of this Agreement,  the Parties shall be released
          from all obligations and liabilities to the other occurring or arising
          after the date of such  termination or the  transactions  contemplated
          hereby, except with respect to those obligations which by their nature
          are designed to survive termination as provided herein;  provided that
          no such  termination will relieve either Party from any amount due and
          owing hereunder or from any liability  arising from any breach of this
          Agreement.


10.  Notices.

     Any notice or other communication  herein required or permitted to be given
     shall be in writing and may be personally  served,  telecopied or sent by a
     recognized  overnight courier or United States mail, and shall be deemed to
     have received when (a) delivered in person or received by telecopy, (b) one
     (1) business  day after  delivery to the office of such  overnight  courier
     service,  or (c) three (3) business days after depositing the notice in the
     United States mail with postage prepaid and properly addressed to the other
     Party, at the following respective addresses.


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To:  Pipeline Technologies, Inc.
       1001 Kings Avenue, Suite 200
       Jacksonville, FL 32207
       Telephone: 1-904-346-0170
       Facsimile:  1-904-399-4088
Attention:  Tim Murtaugh, Chief Executive Officer

To:  Company

       XXXXXXXXXXXXXXXXX
       XXXXXXXXXXXXXXXXX
       XXXXXXXXXXXXXXXXX

                Telephone:  XXX-XXX-XXXX
                Facsimile:   XXX-XXX-XXXX

or to such other  address  or  addresses  as either  Party may from time to time
designate as to itself by like notice.

11.  Miscellaneous.

     (a)  Neither  party  will be  liable  for  any  nonperformance  under  this
          Agreement  due to causes  beyond its  reasonable  control that control
          that could not have been reasonably  anticipated by the non-performing
          Party as of the Effective  Date and that cannot be reasonably  avoided
          or overcome;  provided that the  non-performing  Party gives the other
          prompt written  notice of such cause,  and in any event within fifteen
          (15) calendar days of discovery thereof.

     (b)  None of the provisions of this Agreement shall be deemed to constitute
          a partnership,  joint venture or any other such  relationship  between
          the Parties hereto, and neither Party shall have any authority to bind
          the other in any manner.

     (c)  If any  action  shall be  brought  on  account  of any breach of or to
          enforce or interpret any of the terms, covenants or conditions of this
          Agreement,  the prevailing Party shall be entitled to recover from the
          other,  as  part  of  the  prevailing   party's  costs,  a  reasonable
          attorneys'  fee.

     (d)  This Agreement  shall be governed by and construed in accordance  with
          the laws of the Sate of Florida,  without  regard to the principles of
          conflict of laws.

     (e)  Any provisions of this Agreement shall be held to be illegal,  invalid
          or  unenforceable,  such  provision  will be  enforced  to the maximum
          extent permissible so as to effect the intent of the Parities, and the
          validity,  legality and  enforceability  of the  remaining  provisions
          shall  in no way be  affected  or  impaired  thereby.

     (f)  No delay or failure by either Party in exercising any right under this
          Agreement,  and no partial or single  exercise  of that  right,  shall
          constitute  a waiver of that or any other right.

     (g)  This  Agreement,   including  all  exhibits  and  documents   directly
          referenced,  constitutes the entire Agreement between the Parties with
          respect to the subject matter hereof,  and supersedes and replaces all
          prior or  contemporaneous  understandings  or  agreements,  written or
          oral,  regarding such subject matter.  No amendment to or modification
          of this  Agreement  will be binding  unless in writing and signed by a
          duly authorized representative of both Parties.

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     In Witness  Whereof,  the Distributor and ATC, have executed this Agreement
on the dates noted below.

     PIPELINE TECHNOLOGIES CORPORATION               "Distributor"


     By: Tim Murtaugh                              By:  XXXXXXXXXXXXXXXXXXXXXXX
         ------------------------                       ------------------------

     Title: President                              Title: Vice President
         ------------------------                       ------------------------

     Date: April 24, 2000                          Date: April 24, 2000
         ------------------------                       ------------------------

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                                  Attachment A

                     Product Description, Discount, Rebates
                               Voice over Internet

                         Protocol Long Distance Services


The pricing is as follows:

Retail to Consumer:

                    Long Distance Product(s)                 Plus Discounts %
                    ------------------------                 ----------------
                          AT COST                                PLUS 12%

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                                  Attachment B

                              Terms and Conditions

1.   Effective April 1st, 2000, Distributor shall offer through its distribution
     network  the  Pipeline   Technologies   product   line  as  developed   for
     Distributor.

2.   Pipeline  Technologies,  Inc., will grant  exclusive  rights to Distributor
     program for the exclusive electronic terminal distribution nationally for a
     (24) twenty-four month period.

3.   Distributor  shall have the  rights to market  exclusively  to its  current
     distribution  network the standard Pipeline  Technologies product developed
     in a private  label  format  for  Distributor.  Such  packaging  and POS to
     support same shall be provided to Distributor by PLT at its sole cost.

4.   PLT agrees to provide Distributor  support in the recruitment,  development
     and  training  of current and new  distributors  for PLT's  products.  Such
     expense to be borne solely by PLT.

5.   Distributor  understands  that  PLT  does  not  currently  have a  national
     footprint of service. Distributor shall seek prior approval from PLT before
     marketing uncovered territories.

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                                  Attachment D

                               XXXXXXXXXXXXXXXXXX
                            Vendors Information Form
                         And PIN Generation Instructions


Business Name:________________________ Contact Person Name:_____________________

Address:__________________________ City:_______________ State:______ Zip:_______

Phone # with area code:_________________   Fax # with area code:________________

E-mail Address:______________________________

Product Information:____________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________


Product goes to which Terminal

Server?_________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________


Reference # of Product if any:________________________________________

1.   The preferred  method of gathering and storing  information  will be on a 3
     1/2" x 5" floppy disk. The vendor will label the floppy as follows:  Vendor
     Name,  Person  sending  the  information,  Product  ID or Name of  Product,
     Reference  of a Purchase  Order if any, and the Date the info was placed on
     the disk.

2.   When saving the file to the disk  please  save as follows:  save to the "a"
     dive with a path referencing as an abbreviation;  the vendor name,  product
     type and date.  For example,  a:\vfcl040799,  which would mean saved to "a"
     drive,  Verifone,  Cellular and saved on April 7, 1999.  When we get to Y2K
     you may use 2K in that case.  For this  purpose it is not  necessary to use
     the  entire  four  digits  for the  year.  If  there  is YN  number  in the
     information  that needs to be saved please  shorten the date so you can add
     YN to the file name. For example, a:\vfclyn0407 (note leave off year).

3.   Please send the floppy  disk via  Federal  Express as it is the most secure
     way of sending it. Send it attention:

                                         Mr. XXXXXXXXXXXXX  XXX-XXX-XXXX ext.XXX
                                             XXXXXXXXXXXXXXXX
                                             XXXXXXXXXXXXXXXX
                                             XXXXXXXXXXXXXXXX


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