Exhibit 10.32


                      INDEPENDENT SALES AGENT AGREEMENT

      THIS INDEPENDENT SALES AGENT AGREEMENT,  (the "Agreement") is entered into
and made effective as of this day of October 2003 (the "Effective Date"), by and
between NUWAVE  TECHNOLOGIES,  INC., a Delaware  corporation (the "Company") and
NEXTGEN  ASSOCIATES,  INC., a New Jersey  Corporation  (the  "Independent  Sales
Agent").

                                   WITNESSETH:

      WHEREAS, the Company primarily concentrates on identifying, developing and
commercializing high-margin,  proprietary technologies,  specifically technology
related to image and video  enhancement  designed  to enrich  picture  and video
output ("Nuwave Technology"); and

      WHEREAS,  the Company desires to retain the Independent  sales Agent, as a
non-exclusive  independent  contractor,  to assist the Company in the marketing,
promotion, sale and distribution of the Nuwave Technology.


      NOW THEREFORE,  in consideration  of the mutual promises  contained herein
and other good and valuable consideration,  the receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows:

      1.  RECITALS.  The  above  recitals  are  true  and  correct  and same are
incorporated herein by this reference.

      2. ENGAGEMENT. The Company hereby engages the Independent Sales Agent as a
non-exclusive  independent  contractor  to assist the Company in the  marketing,
promotion, sale and distribution of the Nuwave Technology.

      3. ADVERTISING.  The Independent Sales Agent shall be entitled, during the
term of this  Agreement,  to  advertise  and hold  itself  out as an  authorized
non-exclusive  independent sales agent of the Nuwave Technology,  and to use the
trademarks, logo, service marks and other commercial designation, whether or not
registered,  used by the Company to represent or describe the Nuwave  Technology
(the  "Trademarks")  in  all  advertisements  and  other  reasonable  activities
conducted  by the  Independent  Sales  Agent to  promote  the sale of the Nuwave
Technology.  The  Independent  Sales  Agent's  use  of  the  Trademarks  in  any
advertising and  promotional  media is conditioned  upon the  Independent  Sales
Agent's  compliance  with  the  Company's  prior  approval  of such  advertising
materials,  as well as the Independent  Sales Agent's agreement to appropriately
indicate that such  Trademarks  are the Company's  trademarks.  The  Independent
Sales  Agent will ensure that the Nuwave  Technology  and related  documentation
incorporate  copyright and other proprietary notices in the same manner that the
Company  incorporates  such notices in the Nuwave  Technology,  or in any manner
reasonably  requested by the Company.  Upon  termination of this Agreement,  the
Independent Sales Agent will immediately cease all use of the Trademarks.


      4. PRICING.  All pricing for the Nuwave Technology shall be as provided by
the Company to the Independent Sales Agent in writing from time to time.

      5.  COMMISSION.  Except for the  commission to be paid to the  Independent
Sales Agent by the Company as set forth  herein  below,  the  Independent  Sales
Agent acknowledges and agrees that all amounts paid or payable to the Company or
the  Independent  Sales  Agent  and  arising  from  or  relating  to the  Nuwave
Technology shall be the exclusive property of the Company. The Independent Sales
Agent shall  truthfully,  accurately and efficiently  complete all documents and
records,  account for all monies and all the property of the Company of which it
may have  custody,  and  will  promptly  deliver  the  same to the  Company.  In
consideration for the services of the Independent Sales Agent, the Company shall
pay to the Independent Sales Agent a commission equal to ninety percent (90%) of
net amounts received by the Company during the Term arising from the Independent
Sales  Agent's  sale of the  Nuwave  Technology,  such  amounts  payable  to the
Independent  Sales Agent within thirty days (30) after the Company's  receipt of
the sale  proceeds from the sale of such Newave  Technology  by the  Independent
Sales Agent. Net amounts are defined as revenues received from customers, net of
any agreed upon  discounts  and  allowances;  less the cost to design,  produce,
ship,  install and for delivery of the product.  These costs shall include costs
incurred by both the company and 3rd party vendors.

      6. EXPENSES.  The Independent Sales Agent shall be solely  responsible and
liable for all costs and expenses  incurred by it in the course of providing the
services to the Company hereunder,  and the Company shall have no responsibility
to reimburse the Independent Sales Agent for any such expenses.

      7. TERM. The term of this  Agreement  shall commence on the Effective Date
and shall continue for a period of one (1) year (the "Term"); provided, however,
that either party may terminate  this  Agreement by providing the other at least
thirty (30) days prior written notice.

      8. INDEPENDENT  CONTRACTOR.  It is expressly understood and agreed that in
the performance of services hereunder, the Independent Sales Agent shall, at all
times,  act as an independent  contractor with respect to the Company and not as
an employee or agent of the Company,  and nothing  contained  in this  Agreement
shall be construed to create an employer/employee,  joint venture,  partnership,
association or other affiliation, or like relationship,  between the parties, it
being  specifically  agreed that the  relationship  is and shall  remain that of
independent  parties to a  contractual  relationship.  Accordingly,  the Company
shall  neither  have nor exercise  any  specific  control or direction  over the
particular  methods by which Solo performs the services  hereunder.  In no event
shall  either  party be liable for the debts or  obligations  of the other.  The
Company will not withhold on the  Independent  Sales Agent's behalf any sums for
income tax,  unemployment  insurance,  social security or any other  withholding
pursuant to any law or requirement of any government  body, or make available to
the  Independent  Sales Agent any of the  benefits  afforded to employees of the
Company.  The  Independent  Sales Agent will  indemnify  and hold  harmless  the
Company, its shareholders,  officers,  directors,  employees, agents, successors
and assigns, from any and all loss or liability arising from its failure to make
such payments, withholdings and benefits, if any.

      9.  INDEMNIFICATION.  In addition to, and not in  limitation  of any other
indemnification provided herein, the Independent Sales Agent agrees to indemnify
and hold harmless the Company, its shareholders, officers, directors, employees,

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agents,  successors  and assigns  from any and all  liability,  losses,  claims,
damages,  costs,  causes of action,  judgments or settlements arising therefrom,
including reasonable  attorneys' fees, at all levels of trial and appeal, caused
or  asserted  to be caused,  directly  or  indirectly,  by or as a result of any
breach  of the  terms  of  this  Agreement  or any  wrongful  act,  omission  or
negligence  of the  Independent  Sales  Agent in the  performance  of its duties
hereunder.

      10.  LIMITATION  OF  LIABILITY.  THE  COMPANY  SHALL NOT BE LIABLE FOR ANY
SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES (INCLUDING LOST
REVENUES  OR PROFITS)  OF ANY KIND DUE TO ANY CAUSE,  REGARDLESS  OF WHETHER THE
COMPANY HAS BEEN ADVISED OR IS AWARE OF THE  POSSIBILITY  OF SUCH  DAMAGES,  AND
WITHOUT  LIMITING THE  FOREGOING,  THE COMPANY'S  MAXIMUM  LIABILITY  UNDER THIS
AGREEMENT TO THE INDEPENDENT SALES AGENT SHALL BE LIMITED TO THE AMOUNT RECEIVED
BY THE COMPANY AS A RESULT OF THE  INDEPENDENT  SALES AGENT'S EFFORTS UNDER THIS
AGREEMENT, AND AFTER DEDUCTING THE AMOUNTS PAID TO THE INDEPENDENT SALES AGENT.

      11. MISCELLANEOUS.

            11.1.  Entire Agreement and Amendments.  This Agreement  constitutes
the entire  agreement of the parties with respect to the subject  matter  hereof
and supersedes any prior agreement or understanding  between the parties hereto,
and neither this  Agreement  nor any provision  hereof may be waived,  modified,
amended or, except to the extent, if any,  otherwise provided in this Agreement,
terminated, except by a written agreement signed by the parties hereto.

            11.2.  Waivers.  No  waiver  of any  breach,  default  or  provision
hereunder  shall be considered  valid unless in a writing signed by the party to
be  charged  therewith,  and no such  waiver  shall be  deemed  a waiver  of any
subsequent breach or default hereunder.

            11.3.  Successors and Assigns.  This Agreement shall be binding upon
and  against  the  parties  hereto  and their  heirs,  personal  or other  legal
representatives, administrators, successors and permitted assigns.

            11.4. Negotiated Agreement. The parties to this Agreement have fully
participated  in its negotiation and  preparation.  Accordingly,  this Agreement
shall not be more strictly construed against any of the parties.

            11.5. Severability. If any provision of this Agreement shall be held
to  be  illegal,  invalid  or  unenforceable,  such  illegality,  invalidity  or
unenforceability shall attach only to such provision and shall not in any manner
affect or render illegal,  invalid or unenforceable  any other provision of this
Agreement,  and this  Agreement  shall be  carried  out as if any such  illegal,
invalid or unenforceable provision were not contained herein.

            11.6.  Governing  Law.  This  Agreement  shall  be  governed  by and
construed  in  accordance  with the  internal  laws of the State of New  Jersey,
determined  without  regard to  provisions  of  conflicts  of laws.  The parties
further agree that any action between them shall be heard in Hudson County,  New

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Jersey,  and  expressly  consent to the  jurisdiction  and venue of the Superior
Court of New Jersey,  sitting in Hudson County, New Jersey and the United States
District  Court  of  New  Jersey,   sitting  in  Newark,  New  Jersey,  for  the
adjudication of any civil action asserted pursuant to this paragraph.

            11.7.  Counterparts.  This  Agreement may be executed in two or more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument. Confirmation of execution
by telex or telecopy or telefax of a facsimile  signature  page shall be binding
upon that party so confirming.

      IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as of
the date written above. NUWAVE TECHNOLOGIES, INC.

                                           By: /s/George Kanakis, President
                                              ----------------------------------
                                               George Kanakis, President


                                           NEXTGEN ASSOCIATES, INC.


                                           By: /s/Stan Chayka, President
                                              ----------------------------------
                                               Stan Chayka, President

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