EXHIBIT 10.44



                                December 3, 1997



Mr. Gerald Zarin
Chairman, President & CEO
NUWAVE TECHNOLOGIES INC.
One Passaic Avenue
Fairfield, NJ  07004

Dear Mr. Zarin:

         This letter agreement is between NUWAVE  TECHNOLOGIES INC.  ("Company")
and Lippert/Heilshorn & Associates, Inc. ("LHA") and in that regard, the parties
agree as follows:

1.   LHA's fee (the  "Fee") for  implementation  of its  Comprehensive  Business
Communications Program that includes Investor Relations and Public Relations for
$7,500.00 per month plus a total of 30,000  options at the present  price,  plus
normal business expenses (i.e., production costs, etc.).

2.  In  consideration  of the Fee, LHA will perform the  following  services for
Company;  however,  such services  will be subject to Company's  written or oral
approval:

         A.  Arrange an initial  Conference  to discuss  the  Program  including
Company's goals and objectives.

         B. Prepare a Corporate Factsheet,  a document that encapsulates Company
information and its most recent financial results.  The Corporate Factsheet will
be sent to targeted  investment  professionals with a response card/fax sheet as
an initial  screening  tool to  determine  the  recipient's  interest in meeting
Company.  All  individuals  responding  to this mailing will be entered in LHA's
Company specific database (the "Mailing List") in order that Company information
may be furnished to them in the future.

         C. Compile a "Due Diligence Kit"  including:  the Corporate  Factsheet,
press  releases,  press  clippings,  annual report and/or  brochure,  recent SEC
documents and other materials regarding Company.

         D. Upon  completion  of the  foregoing,  LHA will  review and  critique
Management's intended presentations to the financial community.

         E. Prepare and distribute letters to shareholders.

         F.  Establish  lines  of  communications   with  NASDAQ  market  makers
informing them of recent Company developments.

<PAGE>

         G. Arrange  periodic  meetings with  interested  buy side and sell side
analysts,  retail  brokers,  fund managers and  investment  advisors,  including
extensive telephone and written follow ups.

         H. Prepare and  disseminate  material  press  releases to the financial
cornmunity   and  press  to  ensure  full  and  timely   disclosure,   including
telemarketing  releases to  investment  professionals  with serious  interest in
Company.   Prior  to  press   release   issuance,   LHA  requires  a  signed-off
(initialized)  copy of the release faxed to the account team leader. The release
must be signed-off by the Company's  authorized  investor  relations  contact to
ensure  authorization of release.  It is the company's  responsibility to obtain
all necessary  clearances and approvals  (including  legal) prior to issuance of
all releases.

         I. Coordinate  conference  calls between  Management and key investment
professionals   after  earnings  releases  or  other  releases,   which  require
explanation.  Prior to those calls, LHA will consult with Management and prepare
an outline  covering the subjects to be discussed  and/or  questions  that might
arise.

         J.  Administer  all  telephone  and/or  written   financial   inquiries
regarding Company and supply those persons with a Company-approved Due Diligence
Kit, or calls from LHA account executives.

         K. Provide written quarterly reports reviewing  activities initiated by
LHA on Company's behalf and anticipated for the following quarter.

         L.  Formulate   quarterly   strategic  plan  that  updates  Company  on
activities  initiated by LHA on Company's behalf,  including an outline of LHA's
future activities,  (i.e., meetings, targeted brokers, analysts or trades). This
plan will also identify outstanding issues and/or suggested solutions.

         M. Company will be included in LHA's Quarterly Client Roster.

         N.  Company will be included in LHA's  Monthly  Client List sent to all
investment professionals who request information on any client Company.

3. LHA's activities on Company's behalf will also include:

              o        Building the Mailing List from various research sources.

              o        Furnishing various financial services (i.e., o Standard &
                       Poor's and Moody's) with updated Company  information for
                       inclusion in their listings and reports.

              o        Revisions  of  the  Mailing  List,   including   separate
                       divisions   for   brokers,   analysts,   fund   managers,
                       shareholders and reference points.

4.  Conceive and manage a comprehensive  public relations  program that stresses
proactive,  ongoing  media  relations.  In the  initial  stages,  this  involves
consultation to establish  overall strategy and timing of tactical  initiatives,
preparation  of a press kit,  identification  and  analysis of target media that
will have the greatest impact on constituencies, shaping messages to each media,

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<PAGE>

developing beneficial  relationships with key reporters,  editors and producers,
consistently generating news that supports the company's objectives,  re-cycling
publicity to support sales and recognition efforts.

          A. Components of the ongoing public relations program: media training,
media interview preparation - including research and analysis,  public relations
strategies and  initiatives to support  acquisitions  and  divestitures  and new
products,  services,  new offices and executive  moves,  new media strategies to
optimize public relations,  publicity initiatives to support joint marketing and
promotional  efforts with partners,  consultation to optimize  public  relations
tie-ins  with  marketing  communications  and  advertising,   consultation  with
investor relations representative to further public relations strategy.

          B. You will receive a separate monthly written status report detailing
ongoing public  relations  initiatives,  development of strategy and schedule of
activities to further the program.

5.  Should the Company require additional financing,  LHA has relationships with
merchant and  investment  bankers,  private  placement  professionals  and other
intermediaries  available to the Company for  solicitation of funds. LHA will be
entitled  to  additional  compensation  from the  Company,  in the event that an
introduction  from LHA is successful in assisting the Company in raising capital
of an amount to be determined prior to Company receipt of funds.

6.  If Company  requests,  LHA will  spearhead  Company's  annual reports (i.e.,
Writing  President's  letter,  overseeing outlay of report,  arranging graphics,
etc.).  However, that service is not included in the Fee and if Company requests
that assistance,  LHA will receive a negotiated fee from Company, depending upon
the quantity of this work.

7.  In order for LHA to commence work for Company,  LHA will require a two-month
advance retainer plus $2,000.00 for expenses.

8.  This letter  agreement  will commence on December 1, 1997 and terminate (120
days) four months  thereafter,  at which time the  contract  will  continue on a
month-to-month  basis.  However,  Company may terminate this letter agreement at
any time provided that any such termination  after the first four- (4) months of
the term will  require  sixty-  (60) days prior  written  notice to LHA. In that
regard,  _unless all amounts due hereunder are paid up-to-date then LHA shall be
entitled to retain the Mailing List.

9. LHA's invoice will be dated the first of each month and payment should be 
remitted within 30 days.

10.  In disseminating  Company information and/or materials,  LHA will rely upon
Company's  assurances that such  information is complete and accurate.  Prior to
dissemination  of such  information  and/or  materials,  LHA will  submit  it to
Company for approval.

11.  In performing the activities  described in this letter  agreement,  LHA and
Company's  actions will comply with all SEC and applicable State laws, rules and
regulations.


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<PAGE>

12.  Company  will  indemnify  and  defend LHA against all claims,  proceedings,
suits or other matters that might be asserted  against LHA with respect to LHA's
activities  by  reason  of this  letter  agreement  and  Company  will pay LHA's
reasonable  attorney's  fees and  expenses  in  connection  with  such  matters;
however, Company's indemnity is conditioned upon the following:

              a) LHA must act within the scope of this letter agreement;
              b) LHA must act in accordance with Company instructions; and
              c) LHA is not negligent.

13.  If LHA breaches any of the  requirements  of Paragraph  12(a),  (b), or (c)
above,  LHA will indemnify and defend Company  against all claims,  proceedings,
suits or other matters  asserted  against,  Company on account of LHA's actions,
and LHA will pay Company's reasonable attorney's fees and expenses in connection
with such matters.

14.  If any litigation is commenced regarding this letter agreement, in addition
to such other relief as may be granted, the prevailing party will be entitled to
reimbursement  from  the  other  party  for the  prevailing  party's  reasonable
attorney's fees and expenses in such litigation,  the amount to be determined by
the Court hearing such litigation.

15.  This letter agreement will be governed by the laws of the State of New York
applicable to contracts made and to be performed in that State.

         If the foregoing  correctly states our  understandings,  please execute
the  enclosed  copies of this  letter in the space  provided  below and return a
duplicate to the undersigned.  We look forward to a long and mutually successful
relationship and to our association with your exciting company.

                                            Very truly yours,

                                            LIPPERT/HEILSHORN & ASSOCIATES, INC.


                                            By: /s/ Keith L. Lippert
                                               ---------------------------------
                                                    Keith L. Lippert

                                            By: /s/ John W. Heilshorn, Jr.
                                               ---------------------------------
                                                    John W. Heilshorn, Jr.

Agreed to and Approved
This       day of             1997
     -----       ------------

NUWAVE TECHONOLOGIES INC.


By: /s/ Gerald Zarin
   -------------------------------

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