EXHIBIT  10.13
                           Winfred Fields, Consultant
--------------------------------------------------------------------------------
                                         6776 Southwest Freeway, Suite 580
                                         Houston, Texas 77074-2115
                                         Tel: (713) 266-0691 Fax: (713) 266-0692
                                         E-Mail: Wfieldsii@aol.com




                              CONSULTING AGREEMENT

October 4, 2002

Re:  Consulting Engagement For Mergers and Acquisitions
     Agreement between CALYPSO WIRELESS, INC. (the "Company") AND WINFRED FIELDS
     (the "Consultant")


Dear Mr. Mendoza:

This  letter  is  to  confirm  the  terms  of  my  engagement  as an independent
consultant ("Consultant") to Calypso Wireless, Inc. (the "Company").  Consultant
is  engaged  to  assist  the Company with administrative & accounting consulting
services,  including  but  not  limited  to  the  following  functions:

     1)   Assistance  with the preparation of the Company consolidated financial
          statements  for  the years ending or ended December 31, 2002, 2001 and
          2000.  The  consolidated  financial statements will be prepared in the
          form acceptable to the Securities and Exchange Commission, and will be
          presented  to  the  Company's  external  auditors  for  examination.

     2)   Assistance  with  the  preparation  of  the Company's SEC Form 10-K or
          10KSB  for  the  year  ending  December  31,  2002.

     3)   Assistance  with the preparation of the Company's SEC Form 10 or 10SB.

     4)   Assistance  with  transferring the Company from the "Pink Sheets" to a
          National  Stock  Exchange.

     5)   Assistance  with  communication  with  the  Securities  and  Exchange
          Commission  or  other  regulatory  agencies.

     6)   Assistance  with  the  preparation  of the Company's federal and state
          income  tax  returns  for  the years 1996 through the current periods.


<PAGE>
Term of Engagement
------------------

The  term  of  the  engagement shall be from October 4, 2002 through January 31,
2004.

Consulting Fee
--------------

The  Company  will  issue one hundred thousand (100,000) shares of the Company's
common  stock  to  Winfred  Fields  for  administrative  & accounting consulting
services  to  be  rendered  to  the Company.  All one hundred thousand (100,000)
shares  will  be  issued  as  free-trade stock.  The shares will be forwarded to
Consultant  as  soon  as  reasonably  possible  after  the date the agreement is
signed.

Confidentiality
---------------

I  agree  that during the term of this engagement I will not invest, nor promote
the  Company's  publicly traded shares or participate in any activity that is or
may  be  competitive  with the Company, that might create a conflict of interest
with  the  Company,  or  that otherwise might interfere with the business of the
Company,  or  any  affiliate  of  the Company. I also agree that both during the
engagement  and  after  the  engagement  terminates  I  will  neither misuse nor
improperly  disclose any Confidential Information of the Company that I may have
used,  acquired  or  added  to  while  engaged  by  the  Company.  "Confidential
Information" means and includes confidential or proprietary information or trade
secrets that have been developed or used (or will be developed or used) and that
cannot  be  readily obtained by third parties from outside sources. Confidential
Information  includes,  by way of example and without limitation, the following:
information  regarding assets, investors, customers, employees, contractors, and
the  industry  not  generally  known  to the public; strategies, methods, books,
records,  and  documents;  technical information concerning products, equipment,
services,  and  processes;  procurement  procedures  and pricing techniques; the
names  of  and  other  information concerning customers, investors, and business
affiliates  (such  as contact name, service provided, pricing for that customer,
amount  of  services  used,  credit and financial data, and/or other information
relating  to the Company's relationship with that investor or customer); pricing
strategies and price curves; plans and strategies for expansion or acquisitions;
budgets;  investor lists, customers lists; research; weather data; financial and
sales  data,  trading  terms;  evaluation,  opinions,  and  interpretations  of
information  and  data;  marketing  techniques;  prospective  investors'  names,
investors'  and  customers'  names  and  marks;  grids and maps, electronic data
bases;  models;  specifications;  computer  programs, internal business records;
contracts  benefiting  or obligating the Company; bids or proposals submitted to
any  third  party;  technologies and methods; training processes; organizational
structure;  salaries  of personnel; payment amounts or rates paid to consultants
or  other  service  providers;  and  other  such  confidential  or  proprietary
information.  We  acknowledge  that  this confidential information constitutes a
valuable, special, and unique asset used by the Company and its subsidiaries and
affiliates  in  their  business  to  obtain  a  competitive advantage over their
competitors.  We  agree that upon termination of this engagement, we will return
any  and  all  such  confidential  information  and  delete  such  Confidential
Information  from  any electronic storage devices owned by us (but not computers
and  storage  devices  owned  by  the Company), such as Palm Pilots and notebook
computers,  upon which I may have stored such confidential information. We agree
that  breach  of  these covenants not to disclose Confidential Information shall
cause  immediate  and  irreparable  injury  to  the  Company.


<PAGE>
Indemnity
---------

Each  party  shall  indemnify, defend and hold harmless the other party from any
and  all  liability,  loss,  claims, lawsuits, damages, injury, costs (including
reasonable attorney's fees) or expenses ("Claims") arising out of or incident to
the  performance  or  nonperformance  of  any  act  or responsibility under this
agreement  by  such  indemnifying  party;  provided that, any indemnity required
under  this  paragraph  shall  exclude  Claims resulting from any consequential,
future  or speculative damages. Notwithstanding the foregoing provisions of this
paragraph, the Company shall indemnify, defend and hold harmless Consultant from
any  all  Claims arising out of or incident to Consultant's actions on behalf of
the  Company,  including  attendance  at  meetings, negotiation and advice, that
involve  the  Company's  financial  and  other  related  matters.

Acceptance
----------

Please indicate your agreement with the terms of this letter by signing one copy
in  the  space  provided  below  and  returning  it  to  me.

Sincerely,

/S/  WINFRED FIELDS
-------------------
Winfred Fields

ACCEPTED AND AGREED AS OF OCTOBER 4, 2002

/s/  Carlos  Mendoza
----------------------------------------------------
CARLOS MENDOZA, CHAIRMAN AND CHIEF EXECUTIVE OFFICER


<PAGE>