**ASSIGNMENT
      AGREEMENT**





**KNOW
      ALL MEN BY THESE PRESENTS** ,
      that on
      this ___ day of February, 2006, **HIGHGATE
      HOUSE FUNDS, LTD.** (the
      “ Assignor ”)
      does
      hereby agree to the following for and in consideration of the sum of **$1,528,333** and
      other good and valuable consideration received from the persons listed on *Exhibit
      “A”* and *Exhibit
      “B”* hereto
      (the “ Assignee ”):





1.  **Debentures** .
      Assignor is the legal and beneficial owner of that certain Secured Convertible
      Debenture dated as of July 25, 2005 in the original principal amount of $750,000
      and that certain Secured Convertible Debenture dated as of Ocotober 18, 2005
      in
      the original principal amount of $750,000, each given by **AEROTELESIS,
      INC.** ,
      a
      Delaware corporation (the “ Company ”)
      to the
      Assignor (both debentures shall collectively be referred to as the “ Debentures ”).
      The
      Assignor hereby absolutely, irrevocably and unconditionally sells, assigns,
      conveys, contributes and transfers to the Assignee **One
      Million Five Hundred Twenty Eight Thousand Three Hundred Thirty Three
      Dollars**  **($1,528,333)** of
      the
      Debentures, representing $750,000 of original principal for each debenture
      and
      accrued and unpaid interest through the date hereof for each debenture in the
      amount of $14,166.67, and all of its rights thereunder, including without
      limitation the right to collect from the Company the principal amounts
      outstanding thereunder as of the date hereof as set forth opposite Assignee’s
      name on *Exhibit
      “A,”* plus
      accrued but unpaid liquidated and interest thereunder. This assignment is made
      free and clear of any and all claims, liens, demands, restrictions or
      encumbrances of any kind whatsoever. The Assignor shall hereby return the
      original Debentures to the Assignee upon the execution of this
      Agreement.





2.  **Warrants** **.**  Assignor
      is the legal and beneficial owner of that certain warrant dated as of July
      25,
      2005 to purchase One Hundred Fifty Thousand (150,000) shares of the Company’s
      common stock for a period of five (5) years at an exercise price of $3.00 per
      share and that certain warrant dated as of July 25, 2005 to purchase Seventy
      Five Thousand (75,000) shares of the Company’s common stock for a period of five
      (5) years at an exercise price of $4.00 per share, each given by the Company
      to
      the Assignor **** (both
      warrants shall collectively be referred to as the “ Warrants ”).
      The
      Assignor hereby absolutely, irrevocably and unconditionally sells, assigns,
      conveys, contributes and transfers to the Assignee the Warrants and all of
      its
      rights thereunder, including without limitation the right to exercise the shares
      of common stock underlying the Warrants from the Company in number of shares
      set
      forth herein as and set forth in *Exhibit
      “B.”* This
      assignment is made free and clear of any and all claims, liens, demands,
      restrictions or encumbrances of any kind whatsoever.





3.  **Representations
      and Warranties** .
      The
      Assignor hereby represents and warrants to and covenants with the Assignee
      that
      the Assignor has full right and authority to enter into and perform their
      obligations under this Assignment.





4.  **Additional
      Documents** .
      The
      Assignor agrees to execute any and all other documents which are, in the opinion
      of the Assignee or its counsel, necessary to carry out the terms and conditions
      of this Assignment.








5.  **Effective
      Date and Counterpart Signature** .
      This
      Assignment Agreement shall be effective as of the date first written above.
      This
      Assignment Agreement, and acceptance of same, may be executed in one or more
      counterparts, each of which shall be deemed an original, but all of which
      together shall constitute one and the same instrument. Confirmation of execution
      by telex or by telecopy or telefax of a facsimile signature page shall be
      binding upon that party so confirming.





**IN
      WITNESS WHEREOF** ,
      the
      Assignor has executed this Assignment Agreement on the day and year first above
      written.





**[SIGNATURE
      PAGE TO IMMEDIATELY FOLLOW]**







**THE
                ASSIGNOR:**
              **HIGHGATE
                HOUSE FUNDS, LTD.**By:
            /s/Name:
              Mark AngeloIts:
              Portfolio Manager









**ACCEPTANCE
      OF ASSIGNMENT**





The
      undersigned, being the Assignee set forth above, does hereby acknowledge and
      accept the foregoing Assignment on this ___ day of February, 2006.





**ASSIGNEE**:****
              
              **CORNELL CAPITAL PARTNERS,
                LP**
              By:
                  Yorkville Advisors, LLC
                Its:
                  General PartnerBy:
            /s/Name:
              Mark AngeloIts:
              Portfolio Manager










**CONSENT**





aeroTelesis,
      Inc. hereby consents to the assignment of the Debentures and Warrants from
      the
      Assignor to the Assignee.




**AEROTELESIS,
              INC.**By:
            /s/Name:
              Joseph E. GutierrezIts:
              President





**EXHIBIT
      “A”**








**Assignee
                Name:**
            **Debentures**
            **Original
                Principal**
              **Amount
                Assigned:**
            **Purchase
                Price:**Cornell
                Capital Partners, LP.
            July
                25, 2005 (HHF-1)
            **$750,000**
            **$764,166.67**Cornell
                Capital Partners, LP.
            October
                18, 2005 (HHF-2)
            **$750,000**
            **$764,166.67****TOTAL**
            
            **$1,500,000**
            **$1,528,333**








**EXHIBIT
      “B”**








**Assignee
                Name:**
            **Warrants**
            **Number
                of shares of Common Stock underlying the Warrant:**
            **Exercise
                Price:**Cornell
                Capital Partners, LP.
            July
                25, 2005 (HHF-1)
            **150,000**
            **$3.00**Cornell
                Capital Partners, LP.
            July
                25, 2005 (HHF-2)
            **75,000**
            **$4.00**