Exhibit 10.37(b)

                       [CERTIFIED TRANSLATION FROM GERMAN]

                                    Agreement

                                     Between

Cybernet Internet - Dienstleistungen AG, Stefan-George-Ring 13-23, 81929
Munchen, represented by the Board of Directors, represented here by the
executives, Mrs. Marlene Bryl and Mr. Eduard Seligman,

                                       and

MultiCall Telefonmarketing AG, Olympiastr. 1, 26419 Schortenau, represented by
the Board of Directors, represented here by the executive, Mrs. Marlene Bryl and
Mr. Eduard Seligman,

                                       and

Novento Telecon AG, Herdter Lohweg 89, 40549 Dusseldorf, represented by the
Board of Directors, represented here by the executive, Mrs. Marlene Bryl and Mr.
Eduard Seligman,

                   Hereinafter jointly referred to as "Seller"

And

TELCAT MULTICOM GmbH, represented by the executives, Sudetenstr. 10, 38239
Salzgitter

                       Hereinafter referred to as "Buyer"

Both sides shall be subsequently referred to also as "Contractual Parties".


Preamble

On July 29, 2002, the two contractual parties concluded a purchase contract on
the purchase of Internet services. The agreed upon purchase price was Euro
1,000,000. At the same time, a guarantee of Euro 400,000 was deposited for a
possible price adjustment (Item 3h of the purchase contract) in case of
customers "not switching over" within the meaning of Item 1, Paragraph 3.
Furthermore, the purchase contract provided for a 6% of sales commission by the
Seller in the sales achieved by the Buyer with the customers taken over during
the time period of 24 months from August 1, 2002. With its letter of October 31,
2002, the Buyer announced its intention to draw on the deposited guarantee in
the amount of Euro 281,336.72 plus applicable VAT. This drawing then actually
occurred in the announced amount. The contractual parties now dispute the
drawing both as for its reason and its amount. The questions at issue are
especially how many customers have not switched over, purchase price adjustment
due to a decline in sales -for which the purchase contract does not explicitly
provide -, rights of third parties, etc. The contractual parties argue in two
very much differing manners. Reference is being made to the entire
correspondence exchanged prior to this contract.

In order to avoid a protracted lawsuit, the contractual parties have agreed upon
the following:

     1.  The Buyer shall pay back the Seller the amount of Euro 60,000 plus
         applicable VAT from the guarantee drawn. The payment shall be effected
         no later than March 1, 2003 to one of the bank accounts to be indicated
         by the Seller. At the same time, starting on March 1, 2003, the Seller
         shall forego 1% of the promised sales commission, which from then on
         will amount only to 5%.

     2.  Other provisions of the purchase contract shall not be affected by this
         agreement.

     3.  Munich shall be the place of jurisdiction for any disputes arising,
         directly or indirectly, from this agreement. Exclusive jurisdiction, if
         any, shall remain intact.

     4.  Any amendment and/or addenda to this agreement must be made in writing
         and signed by the contractual parties. This also explicitly applies to
         any cancellation of the written form requirement. Legal effectiveness
         of any verbal agreements is expressly eliminated.

     5.  Should any provision of this agreement be or become ineffective or
         unenforceable, partially or completely, the validity of the remaining
         provisions of this agreement shall remain intact. Instead of the
         ineffective or unenforceable provision(s), such provision(s) shall be
         deemed as agreed upon that best reflect(s) the meaning and purpose of
         the ineffective or unenforceable provisions, and especially to the
         economic purpose endeavoured by such provisions. The same principle
         applies to any legal loops in this agreement accordingly.
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Salzgitter, [Illegible day and month] 2003                 Munich, on...2003

         [Signature]

         Buyer                                                Seller
         Executive                                            Marlene Bryl
         [Company stamp]                                      Eduard Seligman