DECEMBER 20, 2000


PRESIDENT AND CHAIRMAN
INTEGRATED COMMUNICATION NETWORKS, INC.
26895 ALISO CREEK ROAD, SUITE B-411
ALISO VIEJO, CA 92656

     RE:  LETTER OF  RESIGNATION  OF VICE  PRESIDENT  AND DIRECTOR OF INTEGRATED
COMMUNICATION NETWORKS, INC.

DEAR SIRS:

     I,  PAUL E.  HYDE,  HEREBY  TENDER MY  RESIGNATION  AS VICE  PRESIDENT  AND
DIRECTOR OF INTEGRATED COMMUNICATION NETWORKS, INC. (THE "COMPANY") EFFECTIVE AS
OF THE DATE ABOVE BASED UPON THE COMPANY'S BREACH OF THE TERMS OF OUR EMPLOYMENT
AGREEMENT.

SINCERELY,

/s/ PAUL E. HYDE
PAUL E. HYDE



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