Exhibit 10.7

                              AMENDED AND RESTATED
                              CONSULTING AGREEMENT


     CONSULTING   AGREEMENT   dated  as  of  April  19,   1999  by  and  between
INTERNATIONAL  BARTER CORP., a Nevada  corporation,  with its principal place of
business at 21400 International Boulevard, Suite 207, Seattle, Washington, 98198
or, following its name change, Ubarter.com,  Inc. (hereinafter together with all
of its affiliates referred to collectively as the "Company"), and ASTRA ADVISORS
LLC,  with offices at 61 West 62nd Street,  Apt.  19D, New York,  New York 10023
(hereinafter  referred to as the  "Consultant").  This Agreement  supersedes the
Agreement  between  International  Barter Corp. and Liad Meidar dated October 1,
1998.

     WHEREAS,  the Company  wishes to retain the  Consultant  and the Consultant
wishes to become a consultant to the Company,  on the terms and  conditions  set
forth herein; and

     WHEREAS the execution of this Agreement,  has been approved by the Board of
Directors of the Company;

     NOW, THEREFORE, the parties hereto agree as follows:

     1. Term.  The Company  hereby  retains the  Consultant,  and the Consultant
hereby  accepts such  retainer,  for an initial term  commencing  as of the date
hereof  and  ending  on the  second  anniversary  of such  date,  unless  sooner
terminated  in  accordance  with the  provisions  of Section 4 or Section 5 (the
"Initial Term");  with such retainer to continue in accordance with the terms of
this  Agreement  from  year  to  year  thereafter  (subject  to  termination  as
aforesaid)  unless written notice of non-renewal is given to Consultant prior to
ninety (90) days before the  expiration of the Initial Term or any  continuation
term (said Initial Term and any continuation  thereof being hereinafter referred
to as the "Term").







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     2. Services. The Consultant agrees to perform for the Company the following
services:

          (a)  to  provide  general  consulting   services  to  the  Company  in
connection with the development of new business ventures;

          (b) to  participate  in efforts to raise capital for the Company,  but
only to assist in presentations and not to source funds;

          (c) to assist in  developing  a business  plan for the  Company and to
advise the Company with respect to its capital structure;

          (d) to seek potential acquisition and investment opportunities for the
Company ("Target Companies");

          (e) to perform a financial and strategic  review of the Company and to
assist the Company in formulating its future strategy;

          (f) to assist the Company in the  performance  of due  diligence for a
Transaction (as hereinafter defined) involving a Target Company;

          (g) to provide general  consulting  services on such matters as may be
requested by the Board of Directors of the Company; and

          (h) to develop online marketing strategies for the Company.

     The  Consultant,  through  its  agents,  employees,  managers,  members  or
affiliates,  agrees to devote  approximately  fifteen  hundred (1,500) hours per
twelve  month  period of the Term (a "Year") to the  performance  of  Consultant
services.  Consultant shall be free to pursue other ventures and is not expected
to devote  full time  efforts  to this  engagement.  Consultant  shall be solely
responsible  for the amount of time spent and the periods  during which the time
is expended.




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     3. Compensation.

          3.1 Retainer.  The Company shall pay the Consultant  during the Term a
retainer  (the  "Quarterly  Retainer"),  of $25,000 per  quarter,  payable on or
before July 1, 1999 and the first  business  day of each three month period next
following July 1, 1999. Such retainer shall be an advance payment for consulting
services to be rendered during the ensuing three months following payment.  This
Agreement shall run for a term to expire December 31, 2001.

          3.2 Additional Remuneration. (a) In the event that (i) any Transaction
is consummated  during the Term or at any time within one year after the Term or
(ii) any  agreement  is entered  into  during the Term or during  such  one-year
period which subsequently results in a consummated  Transaction,  then, upon the
closing of each and every such Transaction,  an additional fee (the "Transaction
Fee")  shall be  payable  to the  Consultant  in an amount  equal to 3.0% of the
Consideration  (as  hereinafter   defined)  paid  in  such   Transaction.   Such
Transaction Fee shall be payable in cash and, at Consultant's sole option, up to
50% of such fee may be payable in duly authorized, fully paid and non-assessable
shares of common stock  ("Common  Stock") $.001 par value per share or any other
equivalent  voting  common  stock  issued by the  Company  in lieu of the Common
Stock.  The number of shares of Common  Stock  issuable to the  Consultant  with
respect to any  consummated  Transaction  shall be  determined by a fraction the
numerator of which shall be the dollar amount  attributable  to the Common Stock
portion of the  Transaction  Fee and the  denominator of which shall be the Fair
Market Value (as hereinafter  defined) of one share of Common Stock,  calculated
in accordance with paragraph (c) of this section with respect to the calculation
of Fair Market Value for non-cash consideration.

          (b) Subject to the immediately  succeeding paragraph,  "Consideration"
means  the  total  proceeds  and  other  consideration  paid  and to be  paid or
contributed and to be




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contributed,  directly or indirectly,  in connection  with a Transaction  (which
consideration shall be deemed to include amounts paid or to be paid into escrow)
by the company including,  without limitation:  (i) cash; (ii) notes, securities
and other  property  (including  all options,  warrants or other  instruments or
arrangements  convertible  into or exercisable  for any of the foregoing) at the
Fair Market Value thereof;  (iii) all interest bearing liabilities of any Target
Company not  specifically  excluded  from the  Transaction  by  agreement of the
Company and of any Target Company; (iv) payments to be made in installments; (v)
amounts  paid  or  payable  under  consulting,  supply,  service,  distribution,
licensing  agreements,  equipment or real property lease agreements,  agreements
not to compete or similar arrangements.

          (c) The Fair Market  Value of  non-cash  consideration  consisting  of
securities  issued by the Company  (including  any notes,  options,  warrants or
other  instruments or arrangements  convertible into, or exercisable for, any of
the  foregoing)  shall be  determined  based upon (i) the 20 trading day average
closing sale price for such  securities on the  registered  national  securities
exchange,  NASDAQ,  or other securities  market providing the primary market for
such securities,  (the "Determination  Period"), (ii) if such securities are not
so  traded  on any day  during  the  Determination  Period,  the  price  of such
securities  with  respect to such day shall be the mean between the high closing
bid and low closing  asked  prices as  reported  by the  primary  market for the
securities  calculated in the same manner as above,  or (iii) if such securities
are not so  traded  or  reported,  Fair  Market  Value  shall be  determined  by
agreement  between the Company and Consultant.  In each case, the  Determination
Period  shall  end on  the  day  next  preceding  the  closing  of the  relevant
Transaction.  The Fair Market Value of (i) any non-cash Consideration other than
securities and (ii) any Consideration  consisting of a contingent  payment shall
in each case be determined by agreement by the Company and




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Consultant. If all or any portion of Consideration is to be paid over time, then
that portion of the Transaction Fee attributable thereto shall be payable as and
when such  payments  are made.  No fee  payable to any other  financial  adviser
either by the Company or any other entity  shall reduce or otherwise  affect the
fees payable hereunder to the Consultant.

          (d) For purposes of this Agreement, the term "Transaction" shall mean,
whether  in one or a series  of  transactions,  (i) any  merger,  consolidation,
reorganization,  recapitalization,  leveraged  buy-out,  restructuring  or other
business  combination  involving  any one or more  Target  Companies,  (ii)  the
acquisition,  directly or  indirectly,  through  public or private  purchases or
otherwise of all or any portion of  securities,  assets,  liabilities,  property
and/or  business of any one or more Target  Companies,  (iii) the formation of a
joint venture or partnership  for the purpose of combining all or any portion of
the securities,  assets, liabilities,  properties and/or business of Company and
any  Target  Company,  and (iv) any  management,  consulting,  supply,  service,
distribution, licensing or similar arrangement involving the Company and any one
or more of the Target Companies  entered into in relation to a Transaction.

          3.3 Independent  Contractor  Status.  The Consultant  acknowledges and
agrees that,  during the Term, the  relationship  between the Consultant and the
Company is that of an independent contractor and, accordingly,  the Consultant's
employees,  managers,  agents,  members or affiliates  shall not be permitted to
participate in any group life,  hospitalization  or disability  insurance plans,
health  programs,  pension plans or similar  benefits  (collectively,  "Benefits
Programs")  that may be available to employees of the Company  generally  unless
Consultant or it's employees,  managers,  agents,  members or affiliates pay the
costs incurred for their share of such Benefits Programs; provided, however, the
Consultant  shall  participate  in the Company's  1998 Stock Option Plan and any
other option plans sponsored by the Company.




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<PAGE>


Nothing in this Agreement shall be construed as establishing  the place and time
of performance of Consultant's services.

          3.4 Expenses.  The Company shall pay or reimburse the  Consultant  for
all  reasonable   out-of-pocket  expenses  actually  incurred  or  paid  by  the
Consultant during the Term in the performance of the Consultant's services under
this Agreement; provided, however, Consultant shall bear the rental costs of its
office.

     4.  Normal  Termination  or  Termination  Upon  Death or  Disability.  This
Agreement  shall  terminate by its terms on December 31, 2001, at which time all
undistributed  consideration  payable  to  Consultant  shall  be  paid.  If  the
Consultant's President,  Liad Meidar, dies during the Term, this Agreement shall
terminate as of the date of Mr.  Meidar's  death. If the Consultant by virtue of
ill health or other disability is unable to perform one thousand (1000) hours of
service per year for any consecutive twelve month period, the Company shall have
the right to terminate this Agreement upon notice in writing to the  Consultant.
Upon such termination,  the Consultant shall be entitled to receive any retainer
amounts  received and any other benefits earned and accrued prior to the date of
termination  and  reimbursement  for  expenses  incurred  prior  to the  date of
termination.  No  provision of this  Agreement  shall limit any rights under any
Benefits  Programs of the  Company in which the  Consultant  or it's  employees,
managers,  agents,  members or affiliates  have  participated in accordance with
Section  3.3, if any,  for which such  persons  shall be eligible at the time of
such  death  or  disability.

     5. Termination for Cause. If the Consultant's  President,  Liad Meidar, (i)
is convicted of a felony or any crime involving the Company (other than pursuant
to actions taken at the direction or with the approval of the Company's Board of
Directors),  (ii) if found by  determination  of the Board of  Directors  of the
Company to have engaged in (A) fraud,




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<PAGE>


(B)  misappropriation  or  (C)  embezzlement  in  the  performance  of  services
hereunder,  the Company may, at any time within 30 days of the occurrence of any
of the events  described in clauses (i), (ii) and (iii) above, by written notice
to the Consultant,  terminate this Agreement. The Consultant shall have no right
to receive any compensation or benefit hereunder on and after the effective date
of the notice  provided in the  preceding  sentence  other than salary and other
benefits earned and accrued prior to the date of termination  and  reimbursement
for expenses incurred prior to the date of termination.

     6. Stock  Options.  Consultant  shall have the right to  participate in the
Company's  1998 Stock Option Plan and any other  Company  Stock Option Plan (the
"Plan").  The  Company  shall  issue  options  to  Consultant  as set  forth  in
accordance  with Exhibit A hereto.  The shares of Common  Stock  subject to such
options will represent the percentage of shares of common stock outstanding on a
fully  diluted  basis as set forth in Exhibit A. Such options  granted  shall be
immediately fully vested and shall have no minimum or maximum exercise date.

     7. Tag-Along Rights. Consultant shall have tag-along rights with respect to
all stock which has been granted as compensation  or otherwise  pursuant to this
Agreement  and  with  respect  to  all  stock  options,   whether  exercised  or
unexercised.

          (a)  Grant  of  Tag-Along  Right.  If  any  Shareholder  or  group  of
Shareholders holding in excess of twenty-five percent (25%) of the Corporation's
stock (the "Selling Majority") shall receive a purchase offer from a third-party
acquirer (the  "Acquirer") and the above options are not exercised in full, then
Consultant  shall have a right of co-sale  with  respect to any shares  that the
Selling Majority proposes to sell to the Acquirer (the "Tag-Along Right").  Such
rights  shall  also  apply  not only to a sale but  also any  other  transaction
involving an exchange of securities involving a transfer by the Selling Majority
and another company. The




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<PAGE>


Selling  Majority shall give the Consultant  fifteen (15) days' advance  written
notice of their intentions.

          (b) Exercise of Tag-Along Right. Consultant may exercise the Tag-Along
Right by delivering a written request to the Selling Majority, no later than the
fifteenth  (15th) day after the date on the  Consultant is notified of a pending
sale. The written request shall  constitute the  Consultant's  election to cause
the Acquirer to purchase all or a portion of the remaining  Consultant's  shares
and  options at the same price per share and upon the same terms and  conditions
as contained in the Purchase Offer.

          (c) Anti-Dilution  Provision.  The following  anti-dilution  provision
shall apply during the term of this  Agreement  and the term of the Covenant Not
To Compete set forth in Section 9.11, herein,  following any termination of this
Agreement.  In the  event  of any  recapitalization,  sale,  exchange  or  other
transaction  involving the  securities of the Company,  the Company  agrees that
Consultant's relative percentage interest in Company,  taking into consideration
stock  and  options   (whether   exercised  or  not)  (herein  referred  to  as,
"Consultant's  Options) shall not be diluted without prior written  consent.  In
the event of a breach of this provision, Company agrees to issue such additional
shares of common  capital  stock or options to  purchase  common  capital  stock
pursuant to the schedule  attached as Exhibit A and held  outright by Consultant
to bring the relative  ownership  interest of Consultant to the same  percentage
interest  owned prior to such dilution  event.  In other words,  if prior to any
event involving the  capitalization  of Company,  Consultant  owns,  directly or
indirectly,  by way of stock or options,  exercised  or  unexercised,  a capital
interest equal to ten percent (10%) of the capital stock issued and outstanding,
then after any such event  involving  the  capitalization  of the  Company,  the
Company,  or its  affiliates,  successors  or  assigns,  shall  take  all  steps
necessary to distribute to




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Consultant such stock and options so that  Consultant  shall continue to own ten
percent (10%) of the capital stock of the Company following such event.

     If the  outstanding  shares  of  stock of the  class  then  subject  to the
Consultant's  Options  are  increased  or  decreased,  or are  changed  into  or
exchanged for a different  number or kind of shares or securities or other forms
of  property   (including  cash)  or  rights,   as  a  result  of  one  or  more
reorganizations,  recapitalizations,  spin-offs,  stock  splits,  reverse  stock
splits,  stock dividends or the like,  appropriate  adjustments shall be made in
the  number  and/or  kind of shares or  securities  or other  forms of  property
(including cash) or rights for which the Consultant's  Options may thereafter be
exercised,  all without any change in the aggregate exercise price applicable to
the unexercised  portions of the Consultant's  Options, but with a corresponding
adjustment in the exercise price per share or other unit. Such adjustments shall
be  made by or  under  authority  of the  Company's  board  of  directors  whose
determinations  as to what  adjustments  shall be made, and the extent  thereof,
shall be final, binding and conclusive.

     Upon  the   dissolution  or   liquidation   of  the  Company,   or  upon  a
reorganization,  merger or consolidation of the Company as a result of which the
outstanding securities of the class then subject to the Consultant's Options are
changed into or exchanged for property  (including  cash),  rights or securities
not of the  Company's  issue,  or any  combination  thereof,  or  upon a sale of
substantially  all the property of the Company to, or the  acquisition  of stock
representing  more than eighty percent (80%) of the voting power of the stock of
the Company then  outstanding  by, another  corporation  or person,  the Company
shall  undertake  in  writing  in  connection  with  such  transaction  for  the
assumption of the Consultant's Options, or the substitution for the Consultant's
Options of an option covering the stock of a successor corporation or entity, or
a parent or a subsidiary thereof, with appropriate adjustments in




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<PAGE>


accordance  with the  provisions  herein  as to the  number  and kind of  shares
optioned and their  exercise  prices,  in which event the  Consultant's  Options
shall continue in the manner and under the terms so provided.

     8. Confidentiality.

          (a)  During the  Restricted  Period  (defined,  for  purposes  of this
Agreement as a term of two (2) years following the termination of this Agreement
for any reason and  thereafter,  the Consultant  shall keep secret and retain in
strictest  confidence,  and  shall not use for his  benefit  or the  benefit  of
others,  except in connection with the business and affairs of the Company,  all
confidential  matters  relating to the Company and its  business  learned by the
Consultant  heretofore  or  hereafter  directly or  indirectly  from the Company
including any information concerning the business, affairs, customers,  clients,
sources of supply and customer lists of the Company (the  "Confidential  Company
Information")  and shall not disclose  them to anyone  except with the Company's
express written consent and except for Confidential  Company  Information  which
(i) is at the time of receipt  publicly  known, or thereafter  becomes  publicly
known,  through no wrongful  act of the  Consultant  or (ii) is received  from a
third party not under an obligation to keep such  information  confidential  and
without breach of this Agreement. These rights of the Company are in addition to
and without  limitation to those rights and remedies  available under common law
for protection of the types of such  confidential  information  which constitute
"trade  secrets" as construed under  controlling  law.

          (b) During the Restricted  Period,  the Consultant  shall not, without
the Company's prior written consent,  directly or indirectly,  knowingly solicit
or encourage to leave the employment of the Company, any employee of the Company
or hire any employee who has




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left the  employment of the Company  within one year of the  termination of such
employee's employment with the Company.

          (c) All memoranda,  notes, lists, records and other documents (and all
copies thereof)  constituting  Confidential Company Information made or compiled
by the  Consultant or made  available to the  Consultant  concerning the Company
shall be the Company's  property,  shall be kept confidential in accordance with
the  provisions of this Section 6.1 and shall be delivered to the Company at any
time on request.

     9. Other Provisions.

          9.1 Notices.  Any notice or other communication  required or permitted
hereunder  shall be in writing and shall be delivered  personally,  telegraphed,
telexed,  sent by facsimile  transmission  or sent by  certified,  registered or
express  mail,  postage  prepaid.  Any such notice shall be deemed given when so
delivered personally, telegraphed, telexed or sent by facsimile transmission or,
if mailed,  five days after the date of  deposit in the United  States  mails as
follows:

               (i) If to the Company, to:

                   International Barter Corp. or Ubarter.com, Inc.
                   21400 International Boulevard
                   Suite 207
                   Seattle, Washington  98198

                   with a copy to:
                   Steven M. White, Chairman, Chief Executive
                   Officer and President




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                   c/o International Barter Corp. or Ubarter.com, Inc.
                   21400 International Boulevard
                   Suite 207
                   Seattle, Washington  98198

               (ii)If to the Consultant, to:

                   Liad Y. Meidar, President
                   Astra Advisors LLC
                   61 West 62nd Street, 19D
                   New York, NY 10023

                   with a copy to:
                   Rogers & Wells, LLP
                   200 Park Avenue
                   New York, NY  10166
                   ATTN:  Samuel M. Feder, Esq.

Any such person may by notice given in accordance with this Section to the other
parties hereto designate another address or person for receipt by such person of
notices hereunder.

          9.2 Entire  Agreement.  This Agreement  contains the entire  agreement
between the parties with respect to the subject matter hereof and supersedes all
prior agreements, written or oral, with respect thereto.

          9.3 Waivers and Amendments. This Agreement may be amended, superseded,
cancelled, renewed or extended, and the terms hereof may be waived, only by a




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written  instrument  signed by the parties  or, in the case of a waiver,  by the
party waiving  compliance.  No delay on the part of any party in exercising  any
right, power or privilege hereunder shall operate as a waiver thereof, nor shall
any waiver on the part of any party of any such right,  power or  privilege  nor
any single or partial exercise of any such right,  power or privilege,  preclude
any other or further  exercise  thereof or the exercise of any other such right,
power or privilege.

          9.4 Governing Law. This  Agreement  shall be governed by and construed
in accordance with the laws of the State of Washington  applicable to agreements
made and to be performed  entirely  within the State.  In the event of a dispute
among the parties, venue shall lay in King County, Washington.

          9.5  Assignment.  This  Agreement,  and the  Consultant's  rights  and
obligations  hereunder,  may be assigned by the  Consultant  to any  corporation
majority  owned by the Consultant  provided that the  Consultant  remains solely
responsible  for the  performance of all of the services and compliance with all
of the  provisions  of this  Agreement.  Any  assignment  of this  Agreement  by
Consultant in violation of the terms hereof shall be null and void. In the event
of any sale,  transfer or other  disposition of all or substantially  all of the
Company's assets or business, whether by merger, consolidation or otherwise, the
Company may assign this Agreement and its rights hereunder.

          9.6 Binding Effect.  This Agreement shall be binding upon and inure to
the benefit of the parties and their respective  successors,  permitted assigns,
heirs, executors and legal representatives.

          9.7 Counterparts. This Agreement may be executed by the parties hereto

in separate counterparts,  each of which when so executed and delivered shall be
an original but all




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such  counterparts  together shall constitute one and the same instrument.  Each
counterpart  may consist of two copies  hereof each signed by one of the parties
hereto.

          9.8 Headings.  The headings in this  Agreement are for reference  only
and shall not affect the interpretation of this Agreement.

          9.9  Indemnification.  The Company  agrees to indemnify the Consultant
and its affiliates and their respective members, directors, officers, employees,
agents and  controlling  persons (the  Consultant  and each such person being an
"Indemnified  Party") from and against any and all losses,  claims,  damages and
liabilities, joint or several, (collectively "Losses") to which such Indemnified
Party  may  become  subject  under  any  applicable  federal  or state  law,  or
otherwise, and related to or arising out of any Transaction contemplated by this
Agreement or the  engagement of Consultant  pursuant to and the  performance  by
Consultant of the services  contemplated  by, this  Agreement and will reimburse
any Indemnified Party for all reasonable expenses (including  reasonable counsel
fees and expenses) as they are incurred in connection with the investigation of,
preparation  for or defense of any pending or threatened  claim or any action or
proceeding arising  therefrom,  whether or not such Indemnified Party is a party
and whether or not such claim,  action or  proceeding is initiated or brought by
or on behalf of the Company.

     The  Company  will  not  be  liable  under  the  foregoing  indemnification
provision  to the extent that any loss,  claim  damage,  liability or expense is
found in a final judgment by a court to have resulted from the  Consultant's bad
faith or gross  negligence.  The Company also agrees that no  Indemnified  Party
shall have any  liability  (whether  direct or indirect,  in contract or tort or
otherwise)  to the Company or its security  holders or  creditors  related to or
arising out of the engagement of the Consultant  pursuant to, or the performance
by the Consultant of the services




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<PAGE>


contemplated  by,  this  Agreement  except to the extent  that any loss,  claim,
damage or  liability  is found in a final  judgment by a court to have  resulted
from the Consultant's bad faith or gross negligence.  Such indemnification shall
include,  without  limitation,  any action  pursued by anyone  under the federal
securities laws or under the securities laws of any state and any action pursued
with respect to compliance with  requirements to conform computer  operations to
the Year 2000 and beyond.

     If the  indemnification of an Indemnified Party provided for in this letter
agreement is for any reason held unenforceable, the Company agrees to contribute
to the losses, claims, damages and liabilities for which such indemnification is
held  unenforceable  (i) in such  proportion  as is  appropriate  to reflect the
relative  benefits to the Company,  on the one hand, and the Consultant,  on the
other hand, of the Transaction as  contemplated  (whether or not the Transaction
is consummated)  or (ii) if (but only if) the allocation  provided for in clause
(i) is for any reason held  unenforceable,  in such proportion as is appropriate
to reflect not only the relative benefits referred to in clause (i) but also the
relative fault of the Company, on the one hand, and the Consultant, on the other
hand, as well as any other relevant equitable considerations; provided, however,
that  to  the  extent  permitted  by  applicable  law,  in no  event  shall  the
Indemnified  Parties be required to contribute an aggregate  amount in excess of
the aggregate fees actually paid to the Consultant under this Agreement.

     The Company agrees that,  without  Consultant's  prior written consent,  it
will not  settle,  compromise  or  consent to the entry of any  judgment  in any
pending  or  threatened  claim,   action  or  proceeding  in  respect  of  which
indemnification  could be sought  under the  indemnification  provision  of this
Agreement  (whether or not the Consultant or any other  Indemnified  Party is an
actual or  potential  party to such claim,  action or  proceeding),  unless such
settlement,




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<PAGE>


compromise  or consent  includes an  unconditional  release of each  Indemnified
Party from all liability arising out of such claim, action or proceeding.

     In the event that an  Indemnified  Party is requested or required to appear
as a witness in any action  brought by or on behalf of or against the Company in
which such  Indemnified  Party is not named as a defendant the Company agrees to
reimburse Consultant for all reasonable out-of-pocket expenses incurred by it in
connection with such  Indemnified  Party's  appearing and preparing to appear as
such a witness, including, without limitation, the fees and disbursements of its
legal counsel.

     In the  event of any  action  pursued  by any third  party  for any  reason
against the Indemnified Party,  whether or not a lawsuit has been filed, Company
agrees to  accept  tender  of  defense  and  advance  defense  costs as they are
incurred.  Indemnified  Party shall have the right to approval any legal counsel
chosen to represent Indemnified Party.

          9.10  Representations and Warranty.  The undersigned parties, and each
of them,  including  the  individuals  signing  this  Agreement on behalf of the
parties,  hereby  represent  and  warrant  that  they  have the full  power  and
authority to execute this Agreement on behalf of the respective  parties without
any other authorization.  In the case of International  Barter Corporation,  the
undersigned  President  represents  that he has full  authority  of the Board of
Directors of such party and, to the extent necessary,  the shareholders to offer
not only the stock and option grants but all other compensation  contemplated in
this Agreement.

          9.11 Covenant Not To Compete.  Consultant  recognizes and acknowledges
that the Company is placing its confidence and trust in Consultant. Accordingly,
Consultant covenants and agrees that neither it nor its principals, officers, or
members  will not,  during  the term  hereof  and for a period of six (6) months
following any termination of this Agreement,




                                       16
<PAGE>


either   directly  or  indirectly,   or  otherwise   through  any   corporation,
partnership, association, sole proprietorship or other entity:

          (a) Own,  manage,  operate,  control,  serve as a  consultant  to,  be
employed by,  participate  in, or be connected in any manner with the ownership,
management,  operation or control of any  business  that  competes,  directly or
indirectly, with Company or any of Company's affiliates;

          (b) Hire, offer to hire,  entice away, or in any other manner persuade
or  attempt  to  persuade  any  officer,  employee  or agent of  Company  or its
affiliates to alter or discontinue a relationship  with Company or to do any act
inconsistent with the interests of Company or its affiliates;

          (c)  Solicit,  divert,  take away or in any  customers  or  clients of
Company or its affiliates;  (d) Solicit, divert, or in any other manner persuade
or attempt to persuade  any  supplier of Company or its  affiliates  to alter or
discontinue their relationship with Company or its affiliates.

     For purposes of this  Agreement,  the term,  "business"  means,  but is not
limited to: (i) the development, implementation, and provision of trade exchange
offering barter services to retail, professional,  media, and corporate clients;
(ii)  providing a centralized  barter  currency,  centralized  data  processing,
standardized marketing and support materials,  advertising, and ongoing training
and support to extend its client base in such  business;  (iii)  offering  trade
exchange  services  through the  Internet;  and (iv)  marketing,  promoting  and
facilitating exchanges between its clients.




                                       17
<PAGE>


     For purposes of this Section 9.11, the term, "affiliates", means any person
or entity  who:  (i) is in direct or  indirect  control of Company (by virtue of
owning  25% or more of the  outstanding  voting  securities  of such  person  or
entity); or (ii) who has a direct or indirect contractual  relationship with the
Company  and such  relationship  is related to  Company's  business,  as defined
herein.

     Notwithstanding   Consultant's   obligations   under  this  Section   9.11,
Consultant  will be entitled to own, as a passive  investor,  up to five percent
(5%) of any publicly traded company without violating this provision.

     Consultant  and  Company  agree that this  Section  9.11 does not impose an
undue  hardship on Consultant  and is not injurious to the public.  They further
agree that this  provision  is  necessary to protect the business of the Company
and its affiliates.  The nature of Consultant's relationship with the Company is
such that  Consultant  shall have access to  confidential  information  which is
valuable and  confidential to the Company's  business and therefore the Scope of
this  Section  9.11 is  reasonable  in length  of time and  scope  and  adequate
consideration supports this covenant.




                                       18
<PAGE>


     IN WITNESS  WHEREOF,  the parties  hereto have signed their names as of the
day and year first above written.

                                      ASTRA ADVISORS LLC

                                      By /s/ Liad Y. Meidar
                                         ---------------------------------------
                                         Liad Y. Meidar, President


                                      INTERNATIONAL BARTER CORP.

                                      By /s/ Steven M. White
                                         ---------------------------------------
                                         Steven M. White, Chairman, Chief
                                         Executive Officer & President




                                       19
<PAGE>


                                    Exhibit A
                          Options Granted to Consultant
     For International Barter Corp. (Ubarter.com, Inc.) Common Capital Stock



                                            Percentage Shares Outstanding based
                                            on 6,050,000 shares of Common Stock
Strike Price         Options                          outstanding
------------         -------                          -----------
 $  4.00              50,000                            0.8264%

 $  6.00              40,000                            0.6612%

 $  8.00              60,000                            0.9917%

 $ 10.00              80,000                            1.3222%

 $ 12.00             160,000                            2.6445%

 $ 14.00             240,000                            3.9669%

                                                       10.4129%