EXHIBIT 10.22

                            FIRST MIRAGE, INC.
                         333 Sandy Springs Circle
                                 Suite 230
                            Atlanta, GA   30328
                   (404) 257-9150     FAX (404) 257-9125


Via Email
ceo@nmxs.com

August 21,2003

Mr. Richard Govatski
President/CEO
New Mexico Software, Inc.
5041 Indian School NE
Albuquerque, NM   87110

Dear Mr. Govatski:

This letter agreement (Agreement) confirms the understanding and agreement
between First Mirage, Inc. (Consultant or First Mirage) and NMXS, Inc.
(Company or NMXS) as follows:

  1. The Company wishes to engage First Mirage to provide consulting
     services and First Mirage is willing to provide such services.  First
     Mirage will provide the consulting services for a period of one year
     commencing on the date that both parties have signed this Agreement.

  2. First Mirage shall provide the following consulting services to the
     company:

     a)   Advice concerning the company's capital structure; this will be
          on an "as needed" basis.  Corporate finance issues including:
          valuation analysis, timing of capital events, capital structure,
          public offering strategy, merger and acquisition strategy, and
          investment bank evaluation and selection.

     b)   Advice concerning the effect on the securities markets of
          proposed capital transactions.

     c)   To advise in the evaluation, selection and recruitment of the
          Company's Board of Directors and its Advisory Board, and the
          establishment of procedures and processes for Board review and
          action.  The term will be for one year.

     d)   To advise in the evaluation, selection and recruitment of its
          management team.  Executive coaching and mentoring to management.

<PAGE>

     e)   To advise in the evaluation, selection and recruitment of
          professional advisors, including accounting advisors.

     f)   We are going to communicate by phone, email and face to face
          meetings on a variety of financial subjects at the request of the
          company.  The consulting term for the above will be for one year.

  3. As compensation for the consulting services to be rendered by First
     Mirage as set forth herein, the Company will issue to First Mirage
     1,000,000 warrants exercisable for a period of five years from the
     date hereof at $.08 per warrant (the "Warrants").  The Warrants shall
     be cashless exercise if, but only if, at any time after one year from
     the date hereof that the underlying common stock is not freely
     tradable pursuant to an effective registration statement with a
     current prospectus available.  The form of the Warrants is attached
     hereto as Exhibit A.  In connection with the issuance of the Warrants,
     First Mirage hereby represents and warrants to the Company as follows:

     a)   It is an "accredited investor" as that term is defined in Rule
          501 (a) of Regulation D promulgated by the Securities and
          Exchange Commission under the Securities Act of 1933, as amended.

     b)   It understands that the Warrants have not been registered
          pursuant to the Securities Act, or any state securities act, and
          thus are "restricted securities" as defined in Rule 144
          promulgated by the SEC.

     c)   It acknowledges that the Warrants are being purchased for its own
          account, for investment, and not with the present view towards
          the distribution, assignment, or resale to others or
          fractionalization in whole or in part.  First Mirage further
          acknowledges that no other person has or will have a direct or
          indirect beneficial or pecuniary interest in the Warrants.

     d)   It acknowledges that it will not sell, assign, hypothecate, or
          otherwise transfer any rights to, or any interest in, the
          Warrants except (i) pursuant to an effective registration
          statement under the Securities Act, or (ii) in any other
          transaction which, in the opinion of counsel acceptable to the
          Company, is exempt from registration under the Securities Act, or
          the rules and regulations of the SEC thereunder.  First Mirage
          also acknowledges that an appropriate legend will be placed upon
          each of the certificates representing the Warrants stating that
          the Warrants have not been registered under the Securities Act
          and setting forth or referring to the restrictions on
          transferability and sale of the Warrants.

     e)   It has been furnished (i) with all requested materials relating
          to the business, finances, and operations of the Company; (ii)
          with information deemed material to making an informed
          investment  decision;  and  (iii)  with  additional requested
          information necessary to verify the accuracy of any documents
          furnished to it by the Company.  The undersigned representative
          of First Mirage has been afforded the opportunity to ask
          questions of the Company and its management and to receive
          answers concerning the terms and conditions of the issuance of
          the Warrants.

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<PAGE>

     f)   The undersigned representative of First Mirage has received or
          had access to:  (i) the Company's annual report on Form 10-KSB
          for the year ended December 31, 2002; (ii) the Company's
          quarterly reports on Form 10-QSB for the quarters ended March 31,
          2003, and June 30, 2003; and (iii) each other filing made by the
          Company with the SEC.  Such person has relied upon the
          information contained therein and has not been furnished any
          other documents, literature, memorandum, or prospectus.

     g)   The undersigned representative of First Mirage, has such
          knowledge and experience in business and financial matters that
          he is capable of evaluating the risks of the prospective
          transaction involving the Warrants, and that the financial
          capacity of First Mirage is of such proportion that the total
          cost of its commitment in the Warrants would not be material when
          compared with its total financial capacity.

     h)   It did not enter into this Agreement as a result of or subsequent
          to any advertisement, article, notice, or other communication
          published in any newspaper, magazine, or similar media or
          broadcast on television or radio, or presented at any seminar or
          meeting.

     i)   All communications concerning the transaction set forth in this
          Agreement and the issuance of the Warrants made to the
          undersigned by the Company, or on its behalf by its duly
          authorized representative(s), have been made only in the State of
          Georgia.

     j)   The undersigned representative of First Mirage has a preexisting
          personal or business relationship with the Company or one of its
          officers, directors, or controlling persons, or, by reason of his
          business or financial experience, First Mirage has the capacity
          to protect its own interests in connection with the acquisition
          of the Warrants.

  4. The Company hereby grants to First Mirage the following piggy-back
     registration rights in connection with the shares of common stock
     underlying the Warrants:

     a)   Whenever the Company shall propose to file a registration
          statement under the Securities Act on a form which permits the
          inclusion of the shares of common stock  underlying the Warrants
          (the "Shares") for resale (the "Registration Statement"), it will
          give written notice to First Mirage at least fifteen (15)
          business days prior to the anticipated filing thereof, specifying
          the approximate date on which the Company proposes to file the
          Registration Statement and the intended method of distribution in
          connection therewith, and advising First Mirage of its right to
          have any or all of the Shares then held by it included among the
          securities to be covered by the Registration Statement (the
          "Piggy-Back Rights").  The Company shall use its best efforts to
          maintain the effectiveness of the Registration Statement for such
          time during which the Warrants are exercisable, or until all of
          the Shares are resold or qualify for resell under Rule 144,
          whichever shall first occur.

     b)   Subject to Section (d) and Section (e) hereof, in the event that
          First Mirage has and shall elect to utilize the Piggy-Back
          Rights, the Company shall include in the Registration Statement
          the number of the Shares identified by First Mirage in a written
          request (the "Piggy-Back Request") given to the Company not later
          than ten

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<PAGE>

          (10) business days prior to the proposed filing date of the
          Registration Statement. The Shares identified in the Piggy-Back
          Request shall be included in the Registration Statement on the
          same terms and conditions as the other shares of common stock
          included in the Registration Statement.

     c)   First Mirage shall not have Piggy-Back Rights with respect to (i)
          a registration statement on Form S-4 or Form S-8 or Form S-3
          (with respect to dividend reinvestment plans and similar plans)
          or any successor forms thereto, (ii) a registration statement
          filed in connection with an exchange offer or an offering of
          securities solely to existing stockholders or employees of the
          Company, (iii) a registration statement filed in connection with
          an offering by the Company of securities convertible into or
          exchangeable for Common Stock, and (iv) a registration statement
          filed in connection with private placement of securities of the
          Company (whether for cash or in connection with an acquisition by
          the Company or one of its subsidiaries).

     d)   If the lead managing underwriter selected by the Company for an
          underwritten offering for which Piggy-Back Rights are requested
          determines that marketing or other factors require a limitation
          on the number of shares of common stock to be offered and sold in
          such offering, then (i) such underwriter shall provide written
          notice thereof to each of the Company and First Mirage, and
          (ii) there shall be included in the offering, first, all shares
          of common stock proposed by the Company to be sold for its
          account (or such lesser amount as shall equal the maximum number
          determined by the lead managing underwriter as aforesaid) and,
          second, only that number of Shares requested to be included in
          the Registration Statement by First Mirage that such lead
          managing underwriter reasonably and in good faith believes will
          not substantially interfere with (including, without limitation,
          adversely affect the pricing of) the offering of all the shares
          of common stock that the Company desires to sell for its own
          account.

     e)   The granting of the Piggy-Back Rights shall not create any
          liability on the part of the Company to First Mirage if the
          Company for any reason should decide not to file a Registration
          Statement for which Piggy-Back Rights are available or to
          withdraw such Registration Statement subsequent to its filing,
          regardless of any action whatsoever that First Mirage may have
          taken, whether as a result of the issuance by the Company of any
          notice hereunder or otherwise.

     f)   As a condition to providing Piggy-Back Rights, the Company may
          require First Mirage to furnish to the Company in writing such
          information regarding the proposed distribution by First Mirage
          as the Company may from time to time reasonably request.

     g)   Except as set forth below, the Company shall bear all expenses of
          the Registration Statement.  First Mirage will be individually
          responsible for payment of its own legal fees (if First Mirage
          retains legal counsel separate from that of the Company),

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<PAGE>

          underwriting fees and brokerage discounts, commissions and other
          sales expenses incident to any registration of the Shares to be
          sold by First Mirage.

     h)   The Piggy-Back Rights granted pursuant to this Agreement are not
          assignable or transferable by First Mirage without the prior
          written consent of the Company.

  5. The Company will reimburse First Mirage, upon request, for its
     reasonable expenses (including, without limitation, travel expenses
     and professional and legal fees) incurred in connection with its
     engagement hereunder.  First Mirage agrees not to incur reimbursable
     expenses on behalf of the Company without prior written approval by
     the Company.

  6. Except as required by applicable law or pursuant to an order entered
     or subpoena issued by a court of competent jurisdiction, First Mirage
     will keep confidential all material non-public information provided to
     it by the Company, and will not disclose such information to any third
     party, other than its employees and advisors that are involved in
     providing services to the Company hereunder who likewise agree to
     maintain the confidentiality of such material non-public information.
     This provision shall survive the termination of the Agreement and
     shall remain in full force and effect for three years from the date
     hereof.  First Mirage acknowledges that the remedy of damages may be
     inadequate to protect the interests of the Company in the event of
     breach or threatened breach of this Agreement.  Accordingly, First
     Mirage acknowledges the availability and propriety of injunctive or
     other equitable relief to the Company in addition to any other remedy
     at law that may be available to the Company.

  7. It is the policy and practice of First Mirage to receive
     indemnification when it is acting as an advisor on behalf of its
     clients.  Accordingly, the Company and First Mirage agree to the
     indemnification and other provisions set forth in Schedule I.

  8. This Agreement supersedes all prior agreements between the parties
     concerning the subject matter hereof.  This Agreement may be modified
     only with a written instrument duly executed by each of the parties.
     No waiver by any party of any breach of this Agreement will be deemed
     to be a waiver of any proceeding or succeeding breach.  This Agreement
     may be executed in more than one counterpart, each of which will be
     deemed to be an original, or by facsimile or electronic signature, and
     all such counterparts together will constitute but one and the same
     instrument.  The invalidity or unenforceability of any provision of
     this Agreement will not affect the validity or enforceability of any
     other provisions of this Agreement, which will remain in full force
     and effect.  This contract shall inure to the benefit of the parties
     hereto, their heirs, administrators and successors in interest.  This
     Agreement shall not be assignable by either party hereto without the
     prior written consent of the other.

  9. This Agreement will be governed by the internal laws of the state of
     Georgia.  Any proceeding related to or arising out of the engagement
     of First Mirage pursuant to this Agreement may, at the sole option of
     First Mirage, be commenced, prosecuted or continued in any court of
     the State of Georgia located in Fulton County or in the United States
     District Court for the Northern District of Georgia.  The Company and
     First Mirage waive all rights to trial by jury in any such proceeding.

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<PAGE>

 10. Both the Company and the Consultant agree that the Consultant will act
     as an independent contractor in the performance of his duties under
     this Agreement.  Nothing contained in this Agreement shall be
     construed to imply that Consultant, or any employee, agent or other
     authorized representative of Consultant, is a partner, joint venturer,
     agent, officer or employee of the Company.  Neither party hereto shall
     have any authority to bind the other in any respect vis a vis any
     third party, it being intended that each shall remain an independent
     contractor and responsible only for its own actions.

 11. All notices, requests, demands, and other communications under this
     Agreement shall be in writing, sent either by hand delivery,
     facsimile, or overnight mail, and notice is given for the purposes of
     this Agreement upon receipt by the receiving party.

     If to the Company:  New Mexico Software, Inc.
                         5041 Indian School NE
                         Albuquerque, NM   87110
                         Telephone:  (505) 255-1999
                         Facsimile:  (505) 255-7201
                         Attn:  CEO

     With a copy to:     Ronald N. Vance
                         Attorney at Law
                         57 West 200 South
                         Suite 310
                         Salt Lake City, UT   84101
                         Telephone:  (801) 359-9300
                         Facsimile:  (801) 359-9310

     If to Consultant    First Mirage, Inc.
                         333 Sandy Springs Circle
                         Atlanta, GA   30328
                         Telephone:  (404) 257-9150
                         Facsimile:  (404)257-9125
                         Attn:  David A. Rapaport, General Counsel

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<PAGE>

If the foregoing correctly sets forth the understanding and agreement
between First Mirage and the Company, please so indicate in the space
provided for that purpose below, whereupon this letter will constitute a
binding agreement as of the date hereof.

                              First Mirage, Inc.

                              By:  /s/ Alex Cherepakhov
                              Alex Cherepakhov, Vice President
                              Date:  8/29/03

AGREED:

New Mexico Software, Inc.

By: /s/ Richard F. Govatski
Richard Govatski, President/CEO
Date:  8/29/03




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<PAGE>

                        Schedule I Indemnification
1.   The Company will:

     (a)  indemnify First Mirage and hold it harmless against any and all
          losses, claims, damages or liabilities to which First Mirage may
          become subject arising in any manner out of or in connection with
          the rendering of services by First Mirage hereunder (including
          any services rendered prior to the date hereof) or the rendering
          of additional services by First Mirage as requested by the
          Company that are related to the services rendered hereunder,
          unless it is finally judicially determined that such losses,
          claims, damages or liabilities resulted directly from the gross
          negligence or willful misconduct of First Mirage; and

     (b)  reimburse First Mirage promptly for any reasonable legal or other
          expenses reasonably incurred by it in connection with
          investigating, preparing to defend or defending, or providing
          evidence in or preparing to serve or serving as a witness with
          respect to, any lawsuits, investigations, claims or other
          proceedings arising in any manner out of or in connection with
          the rendering of services by First Mirage hereunder or the
          rendering of additional services by First Mirage as requested by
          the Company that are related to the services rendered hereunder
          (including, without limitation, in connection with the
          enforcement of this Agreement and the indemnification obligations
          set forth herein); provided, however, if it is finally judicially
          determined that such losses, claims, damages or liabilities
          resulted directly from the gross negligence or willful misconduct
          of First Mirage; then First Mirage will remit to the Company any
          amounts reimbursed under this subparagraph l(b).

     The Company agrees that the indemnification and reimbursement
     commitments set forth in this paragraph 1 will apply whether or not
     First Mirage is a formal party to any such lawsuits, investigations,
     claims or other proceedings and that such commitments will extend upon
     the terms set forth in this paragraph to any controlling person,
     affiliate, shareholder, member, director, officer, employee or
     consultant of First Mirage (each, with First Mirage, an "Indemnified
     Person").  The Company further agrees that, without First Mirage's
     prior written consent (which consent will not be unreasonably
     withheld), it will not enter into any settlement of a lawsuit, claim
     or other proceeding arising out of the transactions contemplated by
     this Agreement (whether or not First Mirage or any other Indemnified
     Person is an actual or potential party to such lawsuit, claim or
     proceeding) unless such settlement includes an explicit and
     unconditional release from the party bringing such lawsuit, claim or
     other proceeding of all Indemnified Persons.

     The Company further agrees that the Indemnified Persons are entitled
     to retain separate counsel of their choice in connection with any of
     the matters in respect of which indemnification, reimbursement or
     contribution may be sought under this Agreement.

2.   The Company and First Mirage agree that if any indemnification or
     reimbursement sought pursuant to the preceding paragraph 1 is
     judicially determined to be unavailable,

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     then the Company will contribute to the losses, claims, damages,
     liabilities and expenses for which such indemnification or
     reimbursement is held unavailable (i) in such proportion as is
     appropriate to reflect the relative economic interests of the Company
     on the one hand, and First Mirage on the other hand, in connection
     with the transaction or event to which such indemnification or
     reimbursement relates, or (ii) if the allocation provided by clause
     (i) above is judicially determined not to be permitted, in such
     proportion as is appropriate to reflect not only the relative benefits
     referred to in clause (i) but also the relative faults of the Company
     on the one hand, and First Mirage on the other-hand, as well as any
     other equitable considerations; provided, however, that in no event
     will the amount to be contributed by First Mirage pursuant to this
     paragraph exceed the value of the compensation actually received by
     First Mirage hereunder.

3.   First Mirage will:

     (a)  indemnify the Company and hold it harmless against any and all
          losses, claims, damages or liabilities to which the Company may
          become subject arising in any manner out of or in connection with
          the rendering of services by First Mirage hereunder (including
          any services rendered prior to the date hereof) or the rendering
          of additional services by First Mirage as requested by the
          Company that are related to the services rendered hereunder,
          unless it is finally judicially determined that such losses,
          claims, damages or liabilities resulted directly from the gross
          negligence or willful misconduct of the Company; and

     (b)  reimburse the Company promptly for any reasonable legal or other
          expenses reasonably incurred by it in connection with
          investigating, preparing to defend or defending, or providing
          evidence in or preparing to serve or serving as a witness with
          respect to, any lawsuits, investigations, claims or other
          proceedings arising in any manner out of or in connection with
          the rendering of services by First Mirage hereunder or the
          rendering of additional services by First Mirage as requested by
          the Company that are related to the services rendered hereunder
          (including, without limitation, in connection with the
          enforcement of this Agreement and the indemnification obligations
          set forth herein); provided, however, if it is finally judicially
          determined that such losses, claims, damages or liabilities
          resulted directly from the gross negligence or willful misconduct
          of the Company; then the Company will remit to First Mirage any
          amounts reimbursed under this subparagraph 3(b).

     First Mirage agrees that the indemnification and reimbursement
     commitments set forth in this paragraph 3 will apply whether or not
     the Company is a formal party to any such lawsuits, investigations,
     claims or other proceedings and that such commitments will extend upon
     the terms set forth in this paragraph to any controlling person,
     affiliate, shareholder, member, director, officer, employee or
     consultant of the Company (each, with the Company, an "Indemnified
     Person").  First Mirage further agrees that, without the Company's
     prior written consent (which consent will not be unreasonably
     withheld), it will not enter into any settlement of a lawsuit, claim
     or other proceeding arising out of the transactions contemplated by
     this Agreement (whether or not the Company or any other Indemnified
     Person is an actual or potential party to such lawsuit, claim or
     proceeding)

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     unless such settlement includes an explicit and unconditional release
     from the party bringing such lawsuit, claim or other proceeding of all
     Indemnified Persons.

     First Mirage agrees that the Indemnified Persons are entitled to
     retain separate counsel of their choice in connection with any of the
     matters in respect of which indemnification, reimbursement or
     contribution may be sought under this Agreement.

4.   First Mirage and the Company agree that if any indemnification or
     reimbursement sought pursuant to the preceding paragraph 3 is
     judicially determined to be unavailable, then First Mirage will
     contribute to the losses, claims, damages, liabilities and expenses
     for which such indemnification or reimbursement is held unavailable
     (i) in such proportion as is appropriate to reflect the relative
     economic interests of First Mirage on the one hand, and the Company on
     the other hand, in connection with the transaction or event to which
     such indemnification or reimbursement relates, or (ii) if the
     allocation provided by clause (i) above is judicially determined not
     to be permitted, in such proportion as is appropriate to reflect not
     only the relative benefits referred to in clause (i) but also the
     relative faults of the First Mirage on the one hand, and the Company
     on the other hand, as well as any other equitable considerations;
     provided, however, that in no event will the amount to be contributed
     by First Mirage pursuant to this paragraph exceed the value of the
     compensation actually received by First Mirage hereunder.

5.   Nothing in this Agreement, expressed or implied, is intended to confer
     or does confer on any person or entity other than the parties hereto
     or their respective successors and assigns, any rights or remedies
     under or by reason of this Agreement or as a result of the services to
     be rendered by First Mirage hereunder.  The parties acknowledge that
     First Mirage is not acting as an agent of the Company or in a
     fiduciary capacity with respect to the Company and that First Mirage
     is not assuming any duties or obligations other than those expressly
     set forth in this Agreement.  The Company further agrees that neither
     First Mirage nor any of its controlling persons, affiliates,
     directors, officers, employees or consultants will have any liability
     to the Company or any person asserting claims on behalf of or in right
     of the Company for any losses, claims, damages, liabilities or
     expenses arising out of or relating to this Agreement or the services
     to be rendered by First Mirage hereunder, unless it is finally
     judicially determined that such losses, claims, damages, liabilities
     or expenses resulted directly from the gross negligence or willful
     misconduct of First Mirage.

6.   The provisions of this Schedule I shall survive any expiration or
     termination of this Agreement or First Mirage's engagement hereunder.