Exhibit 10.37


                  SALES REPRESENTATION & FULFILLMENT AGREEMENT

This Agreement, to be effective June 15, 2001, ("Effective Date") through
________, (Expiration Date") by and between, NUWAVE TECHNOLOGIES INC ("CLIENT"),
with offices at 1, PASSAIC AVENUE, FAIRFIELD, NEW JERSEY 07004, USA and L.B.E
LIMITED T/A PARTNERS IN EUROPE (PIE) SHANNON INDUSTRIAL ESTATE SHANNON
INDUSTRIAL, CO. CLARE IRELAND ("REPRESENTATIVE").

Whereas CLIENT, is engaged in the business of manufacturing and selling certain
products, as more fully set forth below; and

Whereas, REPRESENTATIVE desires to represent CLIENT for the solicitation of
orders for CLIENT products from certain customers in the territory set forth
below;

Now therefore, the parties hereto agree as follows:

1.    DEFINITIONS

1.1   "Products" are defined in Exhibit A

1.2   "Territory" is defined in Exhibit B

1.3   "Compensation and Commissions " is defined in Exhibit C

1.4   "Fulfillment Services" are defined in Exhibit D

1.5   "Technical Support" is defined in Exhibit E

1.6   "Net Sale" shall mean the actual shipment of a Product by CLIENT to a
      Customer, and the issuing of an invoice by CLIENT, or an CLIENT authorized
      invoicing agent it to such Customer for payment for such Product less any
      credits issued for price adjustments or authorized product returns, or non
      payment of invoices. The acceptance or booking of a purchase order shall
      not constitute a Sale hereunder.

2.    APPOINTMENT

      CLIENT hereby appoints REPRESENTATIVE as CLIENT non-exclusives -s
      representative for the products in the Territory, and REPRESENTATIVE
      hereby accepts such appointment. As CLIENT representative, REPRESENTATIVE
      shall have the limited right to market and distribute CLIENT products to
      customers in the Territory.

3.    DUTIES AND OBLIGATIONS OF REPRESENTATIVE

      a.    REPRESENTATIVE shall use its best efforts to introduce, promote the
            sale of and obtain orders (subject to acceptance by CLIENT) for
            Products at such prices and upon such terms and conditions, as
            CLIENT shall communicate in writing to the REPRESENTATIVE from time
            to time. REPRESENTATIVE shall devote as much time and attention as
            shall be necessary to properly conduct such activities, shall take
            such actions as CLIENT advises will be helpful to that end and shall
            conduct its activities in accordance with such general instructions
            as CLIENT may issue from time to time.


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      b.    REPRESENTATIVE shall quote only such prices, terms and conditions,
            and make only such representation as to quality, performance, and
            the like, as from time to time may be authorized in writing by
            CLIENT. REPRESENTATIVE will not make any representation, guarantee
            or warranty with respect to the Products except as is authorized in
            writing by CLIENT.

      c.    REPRESENTATIVE shall furnish to CLIENT appropriate reports relating
            to ; sales made pursuant to this Agreement and any other information
            relating to operations of REPRESENTATIVE and the market conditions
            for the Product within the Territory. Such reports shall include,
            but are not limited to, sales forecasts.

      d.    REPRESENTATIVE shall, at least quarterly, develop a marketing sales
            plan acceptable to CLIENT (the "Plan"). The Plan will include key
            account identification, product promotional plans, scheduled sales
            activity, projected sales volumes, and projected support
            requirements.

      e.    REPRESENTATIVE shall make no allowances or adjustments in accounts,
            or authorize any customer to return any Products, unless given
            specific advance "Return Material Authorization" (RMA), in
            individual cases, in writing by CLIENT to do so.

      f.    REPRESENTATIVE shall avoid all circumstances and actions that would
            place REPRESENTATIVE in a position of adverse interest of divided
            loyalty with respect to the obligations undertaken under this
            Agreement in promoting the sale and use of Products. REPRESENTATIVE
            shall notify CLIENT thirty (30) days in advance of solicitation of
            orders, or of acting as a factory representative or sales agent, for
            a competing company. CLIENT shall have the right to cancel this
            Agreement without incurring any Takeover Goodwill costs if
            REPRESENTATIVE acts for a company which CLIENT considers to be a
            competitor.

      g.    REPRESENTATIVE shall have no authority to collect funds or accept
            payment of any orders accepted by CLIENT. REPRESENTATIVE shall
            forward immediately to CLIENT any and all moneys or remittances in
            any form which may be placed in its hands by Customers or accounts
            in the Territory in payment against CLIENT invoices. REPRESENTATIVE
            shall assist CLIENT, upon CLIENT request, in the collection of
            overdue accounts by making available to CLIENT all data regarding
            any Customer to whom REPRESENTATIVE may reasonably have access.

      h.    REPRESENTATIVE shall indemnify and hold CLIENT harmless from all
            claims, demands, actions, liabilities, suits or damages resulting
            from the activities of REPRESENTATIVE outside the scope of
            REPRESENTATIVE's duties and obligations under this Agreement or
            specifically prohibited by this Agreement.


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      i.    REPRESENTATIVE shall only sell CLIENT products to customers or
            distributors who have been approved by CLIENT in writing.

4.    EXPENSES

      Specific, pre-approved expenses, where the pre-approval is in writing,
      incurred on behalf of CLIENT in the Territory will be paid directly by
      CLIENT or transferred to REPRESENTATIVE prior to payment due date, for
      REPRESENTATIVE to pay on behalf of CLIENT Expenses typically include, but
      are not limited to, the following:

      -     Freight, Import Duties & Transport Charges
      -     Trade Shows & Exhibitions
      -     Printing & Promotional Material
      -     Seminars
      -     On-going training

5.    DUTIES AND OBLIGATIONS OF CLIENT

      CLIENT shall supply REPRESENTATIVE, without cost, from time to time at
      REPRESENTATIVE's place of business, with reasonable quantities of CLIENT
      advertising and selling literature, samples, displays, drawings,
      engineering or other Product data, as may made available by CLIENT to be
      helpful in advancing sale of the Products. REPRESENTATIVE shall make
      useful employment and effective use of such items, in accordance with its
      own best judgment, and at its own expense, and not knowingly be wasteful
      of such selling aids.

6.    ORDER ACCEPTANCE AND SHIPMENT

      All orders addressed to ACLIENT and solicited by REPRESENTATIVE shall
      become binding on CLIENT only upon acceptance in writing by CLIENT to
      REPRESENTATIVE. CLIENT may, at any time, reject an order submitted by
      REPRESENTATIVE. REPRESENTATIVE shall not have the right, power; or
      authority to accept any order on behalf of CLIENT. All Products for which
      orders are accepted by CLIENT will be shipped and billed by CLIENT, or an
      agent of CLIENT, directly to the customer. All payments shall be made
      directly to CLIENT. REPRESENTATIVE shall have no authority to accept
      collections from customers.

7.    CLIENT CONFIDENTIAL INFORMATION

      For so long as this Agreement is in effect and for three (3) years after
      its expiration or termination, REPRESENTATIVE will consider as
      confidential any information, including but not limited to trade secrets,
      disclosed in tangible, electronic or oral form from CLIENT. All such
      information is referred to below as "Confidential Information".
      REPRESENTATIVE agrees to receive and maintain all Confidential Information
      in strict confidence using at least reasonable care. Confidential
      Information may be used by REPRESENTATIVE only in furtherance of the


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      purposes of this Agreement and may not be delivered or disclosed, in whole
      or in part to any third party. This does not apply to information which:
      (a) is already known to REPRESENTATIVE or is publicly available at the
      time of disclosure; (b) becomes publicly available after disclosure
      through no act of REPRESENTATIVE; (c) is independently developed by
      REPRESENTATIVE without breach of this Agreement; or (d) is disclosed by
      CLIENT to a third party without an obligation of confidentiality.
      Confidential Information, as defined m this Section, will include without
      limitation all information disclosed by CLIENT to REPRESENTATIVE
      concerning CLIENT business, customers, suppliers, products, business
      and/or marketing plans, research, technology, software, pricing, product
      development, revenue, costs of production, and personnel. All information
      relating to this Agreement and/or REPRESENTATIVE's performance hereunder
      which is created by or for REPRESENTATIVE will be the sole and exclusive
      property of CLIENT and will be subject to the provisions of this Section.

8.    RELATIONSHIP OF PARTIES

      a.    Nothing in this Agreement shall be construed to constitute REPRESENT
            E as the employee of CLIENT, nor shall either party have any
            authority to bind the other in any respect. Each shall remain an
            independent contractor responsible only for its own action.
            REPRESENTATIVE shall not, without CLIENT prior written approval,
            alter, enlarge or limit orders, or make representation or guarantees
            concerning CLIENT Products. REPRESENTATIVE shall not have the
            authority to bind CLIENT by contract, nor in any way to incur
            obligation of any kind on behalf of CLIENT and shall not represent
            itself to any Customer or other person to believe REPRESENTATIVE has
            any such authority.

      b.    REPRESENTATIVE will control all means and methods incident to the
            performance and completion of the solicitation of orders and CLIENT
            will not exercise direct control over the amount of time
            REPRESENTATIVE shall devote to the solicitation of orders or the
            methods used by REPRESENTATIVE in doing so.

9.    TERM

      This Agreement will become effective as of the date first written above
      and will be for a term of _____ years. Should this agreement be terminated
      prior to the end of its agreed term, compensation in accordance with
      section 11 will be paid to REPRESENTATIVE.

10.   TERMINATION

      Termination notice by CLIENT should be in writing by giving 90 days notice
      by registered mail to LBE Limited, T/A PARTNERS IN EUROPE, Shannon
      Industrial Estate, Shannon, Co. Clare, Ireland. REPRESENTATIVE can
      terminate this agreement by furnishing ninety (90) days notice to CLIENT
      at an address nominated by CLIENT


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11.   TAKEOVER GOODWILL

      In the event that CLIENT terminates REPRESENTATIVE prior to the end of the
      term of this Representation Agreement and initiates a direct sales program
      in Europe and provided that REPRESENTATIVE has met the sales objectives
      mutually agreed between CLIENT and REPRESENTATIVE, REPRESENTATIVE will be
      compensated for 1 additional month's sales (following the termination of
      the Agreement) for each 6 month period that this Representation Agreement
      has bee in place on the following commission schedule. The commission will
      be based on to ____% of the average monthly commission rate from the
      proceeding ____ months.

12.   ARBITRATION

      Any dispute or claim arising out of or in connection with the agreement
      will be finally settled by binding arbitration in New Jersey, USA under
      the rules of arbitration of the International Chamber of Commerce by one
      arbitrator appointed in accordance with the said rules. Judgment on the
      award rendered by the arbitrator may be entered in any court having
      jurisdiction thereof. Notwithstanding the foregoing, the parties may apply
      to any court of competent jurisdiction for injunctive relief without
      breach of this arbitration provision.

13.   FORCE MAJEURE

      Neither party will be liable to the other for any default (other than
      failure to pay money) hereunder if such default is caused by an event
      beyond such party's control, including without limitation acts or failure
      to act of the other party, strikes or labor disputes, unavailability of
      transportation, floods, fires, governmental requirements and acts of God
      (a "Force Majeure Event"). In the event of threatened or non-performance
      as a result of the above causes, the non-performing party will execute
      commercially reasonable efforts, to avoid and cure such non-performance
      and will provide prompt notification to the other party.

14.   GENERAL

      a.    Neither party may assign its rights or obligations under this
            Agreement without prior consent of the other, and any purported
            assignment without such consent shall have no force or effect,
            except that a party may assign this Agreement at incident to the
            transfer of all or substantially all of its business. Subject to the
            foregoing, this Agreement shall bind and inure to the benefit of the
            respective parties hereto and their successors and assigns.

      b.    Neither party shall disclose the contents of this Agreement to any
            third party, except as may be required by law.

      c.    No failure or delay by either party to enforce or take advantage of
            any provision or right under this Agreement shall constitute a
            subsequent waiver of that provision or right, nor shall it be deemed
            to be a waiver of any of the other terms and conditions of this
            Agreement.



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      d.    All notices or communications to be given under this Agreement shall
            be in writing and shall be deemed delivered upon hand delivery, upon
            acknowledged telex or facsimile communication, or three (3) days
            after deposit in the United States mail, postage, prepaid, by
            certified, registered for first class mail, addressed to the parties
            at their addresses set forth above.

      e.    The terms and conditions of this Agreement may not be superseded,
            modified, or amended except in writing which states that is such a
            modification, and is signed by an authorized representative of each
            party hereto.

      f.    This Agreement, including exhibits, constitutes the entire Agreement
            between the parties as to the subject matter hereof, and supersedes
            and replaces all prior contemporaneous agreements, written or oral,
            and shall take precedence over any additional or conflicting terns
            which may be contained in either party's purchase orders or order
            acknowledgment forms.

      g.    This Agreement will be governed by and construed in accordance with
            the laws of the United States (except for conflict of laws rules) as
            applied to agreements entered into and to be performed entirely
            within the United States.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
___ day and year first above written.

NUWAVE TECHNOLOGIES INC.                 L.B.E. LIMITED T/A PARTNERS
                                         IN EUROPE (REPRESENTATIVE)



BY: /s/ Jeremiah F. O'Brien              BY: /s/
   ---------------------------------        ----------------------------------
NAME: Jeremiah F. O'Brien                Name: /s/
     -------------------------------          --------------------------------
Title: Chief Financial Officer           Title: C.E.O.
      ------------------------------           -------------------------------
Date: June 4, 2001                       Date: 4th June, 2001
     -------------------------------          --------------------------------



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                                    EXHIBIT A
                                    ---------

PRODUCTS:

Video Game Enhancer


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                                    EXHIBIT B
                                    ---------

TERRITORIES

Austria
Belgium
Denmark
France
Finland
Germany
Ireland
Italy
Luxembourg
Netherlands
Norway
Spain
Sweden
United Kingdom



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                                    EXHIBIT C
                                    ---------

COMPENSATION AND COMMISSION

1.    Fees.

      CLIENT will pay REPRESENTATIVE a fixed fee charge of US$_____ per month
      for 6 months from commencement of contract date. This fee will be invoiced
      monthly advance in US dollars. It includes payment for set-up services
      associated with establishing CLIENT sales office in Europe. This fee will
      be reduced by agreement between both parties at the end of the initial 6
      month period.

2.    Commissions

      CLIENT will compensate REPRESENTATIVE with commissions as detailed
      hereunder:

      a.    Retail Sales

During first 6 months of agreement:

            o    ___% commission on net sales between $______ and $_____ per
                 month
            o    ___% commission on net sales above $_____ per month

Subsequent to the first six months of agreement

            o    ___% commissions on net sales on first $_____ per month
            o    ___% on net sales above $_____ per month

      b.    OEM/Corporate Sales

To be agreed on a deal by deal basis

3.    Trading Terms.

      CLIENT will furnish to REPRESENTATIVE details of products and values, by
      sales territory, billed and cash collected in each month to REPRESENTATIVE
      within ten days of each month end billing period.

      Commissions will be paid to REPRESENTATIVE by the 15th of the month
      following receipt of the cash.


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                                    EXHIBIT D
                                    ---------

FULFILLMENT SERVICES

1)    Warehousing and Order processing
      Includes:
      -     Inventory management (up to a maximum of 12 pallet bays at any one
                time
      -     Order Acceptance
      -     Order processing
      -     Shipping
      -     Reporting

2)    RMA Processing
      Includes:
      -     Number issuance and management
      -     Returned product handling & storage
      -     Return of product to CLIENT at agreed intervals
      -     Reporting

3)    Debtors Book Management
      Includes:
      -     Invoicing & Credits
      -     Cash collection and allocations
      -     Reporting

4)    Banking & Taxation
      Includes:
      -     Set-up
      -     Reconciliation's
      -     Tax Registration
      -     Bi-monthly VAT returns
      -     Reporting

5)    Optional Warehouse Assembly (if required by NUWAVE)
      Includes:
      -     Kitting of base parts to retail specs
      -     Labelling of retail boxes to meet localisation requirements
      -     This service will be charged at a fixed fee of $1.25 per unit
            shipped including shrink-wrapping of product.  This rate covers a
            B.O.M limited to 12 items.


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                                    EXHIBIT E
                                    ---------


TECHNICAL SUPPORT

1.    TAG

      CLIENT will fully train all PIE's Technical support personnel to a level
      of competency that allows the proper provision by PIE of multi-lingual
      first tier telephone Technical support. CLIENT will provide PIE with
      necessary trainers and training material within 2 weeks of commencement
      date of this agreement.

2.    DUTIES AND OBLIGATIONS OF CLIENT

      CLIENT shall supply PIE, without cost, from time to time, at PIE's place
      of business, with reasonable quantities of CLIENT products and technical
      specifications/literature as may be required by PIE to facilitate PIE in
      providing a professional Technical support function in Europe.

3.    SERVICES

      Multi-lingual telephone Technical support services covering all CLIENT
      products listed on CLIENT distributor and partner price sheets.

      Set-up and management of exclusive telephone number based in Ireland.

      Reporting

          Weekly reporting as follows
          -     Breakdown of QTY and category of calls by product
          -     Breakdown of QTY of calls by Country

4.    HOURS OF OPERATION

      Technical support coverage will be from 8:30a.m. to 5:30 p.m.  Monday to
      Friday excluding public holidays.

5.    TOLL FREE NUMBERS

      Set-up and running costs associated with any CLIENT approved toll-free
      lines will be re-charged monthly to CLIENT. Set-up and estimated running
      costs must be approved in writing by Client prior to installation.