BENTLEY COMMUNICATIONS CORP/DE
10QSB, EX-10.6, 2000-11-13
NON-OPERATING ESTABLISHMENTS
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EXHIBIT 10.6

BENTLEY COMMUNICATIONS CORP.
9800 S. Sepulveda Blvd, Suite 625
Los Angeles, California  90045
VOX:  310-342-0760      FAX:  310-342-0604


September 14, 2000

Mr. Spencer Haywood
46866 Mornington Rd.
Canton, MI 48188

Re:  Letter of Intent

Dear Mr. Haywood:

Pursuant to our recent discussions, the following are the terms and conditions
under which Bentley Communications Corp. will exclusively sell and distribute
all merchandise and products endorsed by yourself.

1.       PRODUCTS: member agrees to grant Bentley Communications Corp. the
         exclusive distribution rights to any product name endorsed merchandise
         on a worldwide basis.

2.       PRICES: The prices for each product will be determined by the
         wholesaler and any additional party who customizes or alters the
         products for sale, to be sourced out by Bentley Communications Corp.

3.       PAYMENT: Profits to be split fifty/fifty (50%-50%) subject to annual
         audit.

4.       TERMINATION: This agreement may be terminated upon 60 days written
         notice.

If you find the foregoing to be acceptable, please advise by dating, signing and
returning a copy of this letter.

Yours very truly,


/s/ Victor Nguyen.                            /s/ Spencer Haywood
------------------------------------          ----------------------------------
Victor Nguyen, Ph.D./President                Spencer Haywood
Bentley Communications Corp.                  Agreed to and accepted this 15th
                                              Day of Sept., 2000




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