TO: David Calkins FROM: Bo Phelan RE: Consulting Agreement

Exhibit 99.2

Xx Xxxxxx
00 Xxxxxxx Xxx Xxxxx * Xxxx Xxxxx, XX 00000

DATE:	April 12, 2001
TO:	Xxxxx Xxxxxxx
FROM:	Xx Xxxxxx
RE:	Consulting Agreement

Dear Xxxxx:

Regarding my 250,000 S-8 shares, the following applies:

*            Consultants services are not and will not be to promote, maintain a market for the Company's securities to the general public or in the connection with, or related to capital raising transactions.

*            Any compensation received herein will not be used in connection with distribution of the Company's securities or to the general public nor will the Consultant act as a conduit for the distribution of such securities.

*            Consultant is a natural person who has contracted directly with the Company.

*            Consultant will not provide any services in connection with any potential restructuring of the capital of the Company.


Sincerely,


/s/ Xx Xxxxxx


Xx Xxxxxx