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                                                                    EXHIBIT 10.6


                             DONALD W PROSSER, PC
                              SERVICES AGREEMENT


     AGREEMENT made this 1st day of November 2000, between Donald W Prosser, PC,
hereinafter referred to as DWP and NetCommerce, Inc. and it Subsidiaries,
hereinafter referred to as the Companies.


                             Purpose of Agreement
                             --------------------

1. The purpose of this Agreement is to state the terms and conditions under
which DWP will provide audit management, CFO and SEC services, bookkeeping and
accounting services, income tax advice and tax strategy services for the
Companies.

                               Services Provided
                               -----------------

2. DWP will provide the following audit management, CFO and SEC services,
bookkeeping and accounting services, and income tax advice and tax strategy
services for the Companies. DWP will supervise all accounting and audit needs,
will provide all SEC filings and related review, will provided income tax
planning, strategy, retirement planning and other related income tax services on
an as need basis.

                               Completion Times
                               ----------------

3. DWP will furnish the completed work to the Companies at times to be mutually
agreed upon. Delivery schedules will be predicated on normal working conditions,
however, are subject to adjustments at any time in the event of causes beyond
the control of DWP or the Companies. The work will be preformed on a quarterly
basis for income taxes services and before and after the Companies fiscal year-
ends for accounting and audit related services.

                            Property of the Company
                            -----------------------

4. All documents, research, written materials and any other supporting items
used in the work performed by DWP for the Companies shall be the property of the
Companies, provided that the compensation due DWP for the services rendered has
been paid in full by the Companies.

                             Storage of Materials
                             --------------------

5. Hard copy documents, floppy disks, research materials and any other materials
related to the work done for the Companies by DWP, if stored by DWP, will be so
stored at the sole risk of the Companies. No obligation or liability of any type
is assumed by DWP with regard to the aforesaid materials.
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                                Confidentiality
                                ---------------

6. All statistical, financial and personal data relating to the business of the
Companies, which are confidential and clearly designated as such, will be held
in the strictest of confidence by DWP, its principals and employees. However,
the foregoing obligation does not apply to any data that have become publicly
available and rightfully obtained from third parties. DWP is obligated to keep
confidential any concepts, technical information, trade secrets or any other
information considered or deemed "proprietary" by the Companies during the term
of this Agreement.

                            DWP's Responsibilities
                            ----------------------

7. DWP will use due care in processing the work of the Company, but will be
responsible only to the extent of correcting any errors, which are due to
computer hardware or software malfunctions, operators or programmers of DWP.
Such situations will be corrected for the Companies at no additional charge to
the Companies, provided it was a result of acts of DWP. The liability of DWP
with respect to this Agreement shall, in any event, be limited to the total
compensation for the services provided under this Agreement, and shall not
include any contingent liability.

                                 Compensation
                                 ------------

8. The Companies shall pay DWP compensation for services rendered in accordance
with the negotiated and established rates and minimums of DWP in effect at the
time the services are rendered, or on an agreed upon "per-project" rate. The
following is the compensation schedule for services rendered by DWP to the
Companies: The fees for other work range from $ 225 to $ 275 per hour. The
initial project will be for CFO and SEC services and accounting and bookkeeping
services. Paid at the rate of $3,125 on the 1st and the 16th of each month with
a minimum of three months. The Company will pay up to 1,500,000 shares of
unrestricted stock in addition to the above compensation.

                               Term of Agreement
                               -----------------

9. The term of this Agreement shall commence on the 1st day of November, 2000
and shall continue in full force and effect, terminating when the specific
project is completed to the satisfaction of both parties, but no longer than one
year from the date of this agreement. However, the relationship and/or specified
tasks can be renewed at any time over this one-year agreement term. Either party
may terminate this agreement with thirty- (30) days written notice, provided
that equal consideration has been or will be given.
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                         Consideration and Conditions
                         ----------------------------

10. The overall compensation for this Agreement and relationship, as well as its
timely delivery, are based on specifications and information provided by the
Companies to DWP. Any changes in stated specifications by the Companies may
result in an adjustment in consideration from the Companies to DWP. Moreover,
there may be a need to reevaluate and change scheduled delivery dates.

                        Non-Interference Understanding
                        ------------------------------

11. The Companies acknowledges that any third-party entities working with or for
DWP may have been independently obtained before, during or after the date of
this Agreement. Hence, the Companies shall not employ, or attempt to employ, any
other business management consultants or companies offering the same services
without prior DWP approval. DWP agrees to allow the Companies to pursue and
employ any of the above employees once the DWP Service Agreement has expired.

                           Attorney's Fees and Costs
                           -------------------------

12. If any action at law or in equity is necessary to enforce or interpret the
terms of this Agreement, the prevailing party shall be entitled to reasonable
attorney's fees, costs and necessary disbursements in addition to any other
relief to which such party may be entitled.

          Governing Law, Entirety of Agreement and Partial Invalidity
          -----------------------------------------------------------

13. The laws of the state of Texas shall govern this Agreement. It constitutes
the entire agreement between the parties regarding its subject matter. If any
provision in this contract is held by any court to be invalid or unenforceable,
the remaining provisions shall nevertheless continue in full force.

This Agreement is executed at the offices of Netcommerce, Inc. on the day and
year first above written.


Donald W Prosser P.C.:      Netcommerce, Inc.:
Donald W Prosser            Mark Lindberg




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Signature                      Signature