RECITALS

                                                                   EXHIBIT 10.22

                         AMENDMENT NO. 1 TO AMENDED AND
                    RESTATED INTER-COMPANY SERVICES AGREEMENT

     This Amendment No. 1 to Amended and Restated Inter-Company Services
Agreement dated as of October 4, 2002 (this "Amendment") is made and entered
into by and between IFX Corporation, a Delaware corporation ("IFX"), and
Xxxxxxx.xxx, Inc., a Delaware corporation ("Tutopia").

                                    RECITALS

     WHEREAS, IFX and Tutopia are parties to that certain Amended and Restated
Inter-Company Services Agreement dated as of August 30, 2000 (the "Agreement"),
pursuant to which IFX has agreed, upon the terms and conditions set forth
therein, to provide Tutopia with the services described in the Agreement; and

     WHEREAS, the parties hereto desire to amend the Agreement so that the term
of the Agreement will continue until thirty (30) days after either party thereto
gives the other party written notice of its intention to terminate the
Agreement;

     NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained in this Amendment and for other valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

     1. Amendment. The Agreement is hereby amended by deleting Section 2.01 of
the Agreement and substituting new Section 2.01 therefor:

           "2.01. This Agreement shall commence on the date set forth above and
        unless earlier terminated pursuant to Section 2.02 or 2.03 of this
        Article shall continue until the thirtieth (30th) day after either party
        hereto gives the other party hereto written notice of such party's
        desire to terminate this Agreement."

     2. Counterparts. This Amendment may be executed in one or more counterparts
and all such counterparts shall be deemed an original, shall be construed
together and shall constitute one and the same instrument.

     3. Choice of Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of Florida without regard to the conflicts
of law provisions thereof.

     4. Defined Terms. Capitalized terms used and not defined herein shall have
the meanings ascribed to such terms in the Agreement.

     5. Continuance of Agreement. Except as provided herein, the terms of the
Agreement shall continue in full force and effect.



     IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment as of the first date written above.

                                                IFX CORPORATION



                                                By:  /s/ Xxxx Xxxxxxxxxx
                                                     ---------------------------
                                                         Name:  Xxxx Xxxxxxxxxx
                                                         Title: President

                                                XXXXXXX.XXX, INC.



                                                By:  /s/ Jak Xxxxxxxx
                                                     ---------------------------
                                                         Name:  Jak Xxxxxxxx
                                                         Title: President