EXHIBIT 10.1

                            ASSET PURCHASE AGREEMENT

      THIS ASSET PURCHASE AGREEMENT (the Agreement) is made and entered into as
of October 14, 2003, by and among DIVERSIFIED MANAGEMENT, L.L.C., a Florida
limited liability company ("Seller"), and CENTRAL WIRELESS, a Florida
corporation ("Buyer").

                                    RECITALS:

      Seller wishes to sell, and Buyer wishes to purchase substantially all of
the assets of Seller, in exchange for a promissory note and the stock of Buyer,
on the terms and conditions set forth herein.

                                   AGREEMENT:

      NOW, THEREFORE, in consideration of the mutual agreements, covenants and
premises set forth herein for certain other good and valuable consideration, the
receipt and adequacy, and sufficiency of which are hereby acknowledged and
stipulated by the parties hereto, intending to be legally bound, the parties
hereby agree as follows:

1. ASSET PURCHASE, PURCHASE PRICE, AND RELATED TRANSACTIONS.

      1.1 Sale of Assets.

      Subject to the terms and conditions hereof, Seller shall assign, transfer,
      convey, and deliver to Buyer, at the Closing (as defined below), and Buyer
      shall purchase and accept at the Closing, good and valid title to the
      items as set forth on Schedule " - Assets (Subsidiaries) attached hereto
      and made a part hereof (the Assets), free and clear of all liens and
      encumbrances of any kind.

      1.2 Purchase Price.

      As consideration and payment for the sale of the Assets to Buyer, at the
      Closing, Buyer shall execute and deliver to Seller the following:

            Buyer will issue four hundred million (400,000,000) shares of
            restricted Central Wireless, Inc. common stock to the seller, as
            payment in full regarding this transaction.


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      1.3 Liabilities.

      (A)   Buyer shall assume all liabilities and obligations of Seller (or any
            predecessor owner of all or part of the Assets) which relate to the
            Assets, arising for periods subsequent to the Closing date, and will
            pay, discharge, perform or otherwise be liable for any such
            liabilities, indebtedness or obligations which relate to the Assets,
            whether known or unknown, absolute or contingent, recorded or
            unrecorded and whether presently in existence or arising hereafter.

      (B)   Buyer shall not assume or be liable for any liabilities,
            indebtedness or obligations of Seller which do not relate to the
            Assets, or which relate to the Assets, but which arose prior to the
            Closing Date, unless disclosed on Schedule ".

      1.4 Closing and Effective Date.

      The closing shall occur on or before October 22, 2003 (the "Closing"). The
      date of Closing is referred to herein as the Closing Date. At the Closing:

      (A)   Seller shall execute and deliver to Buyer such bills of sale,
            membership interest powers, original membership interest
            certificates, endorsements, assignments and other documents as may
            be necessary or appropriate to assign, convey, transfer and deliver
            to Buyer good and valid title to the Assets free of any liens and/or
            encumbrances.

      (B)   Seller shall deliver to Buyer a resolution of the Board of Directors
            of Seller authorizing the transaction contemplated by this
            Agreement, and consent of all of the Shareholders of Seller
            authorizing the transaction contemplated by this Agreement.

      (C)   Buyer will deliver four hundred million (400,000,000) shares of
            common stock of Central Wireless, Inc. as detailed in section 1.2
            above.

      (D)   Buyer shall deliver to Seller a resolution of the Board of Directors
            of Buyer authorizing the transaction contemplated by this Agreement.

      (E)   Seller shall deliver to Buyer documents signed by each manager,
            officer and director of the each of the subsidiary Assets resigning
            from such position(s) held by such person, with the effective date
            being the Closing Date.


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      (F)   Buyer shall provide an original of the following corporate
            documents:

            (i)   Certificate of Active Status from the Secretary of State of
                  the state of Buyers origin;

            (ii)  Certified Copy of Articles of Incorporation (and any
                  amendments thereto) of Buyer;

            (iii) Certified copy of By-Laws (and any amendments thereto) of
                  Buyer.

      (G)   Seller shall provide an original of the following corporate
            documents:

            (i)   Certificate of Active Status from the Secretary of State of
                  the state of Sellers origin;

            (ii)  Certified Copy of Articles of Organization (and any amendments
                  thereto) of Seller;

            (iii) Certified copy of Operating Agreement (and any amendments
                  thereto) of Seller.

2.    ADDITIONAL AGREEMENTS.

      2.1   Confidential Treatment of Information.

      From and after the date hereof, the parties hereto shall, and shall cause
      their representatives to, hold in confidence this Agreement (including the
      Schedules and Exhibits hereto), all matters relating hereto and all data
      and information obtained with respect to the other parties or their
      business, except such data or information as is published or is a matter
      of public record, or as compelled by legal process.

      2.2   Public Announcements.

      The parties will consult with each other before issuing any press releases
      or otherwise making any public statement with respect to this Agreement or
      any of the transactions contemplated hereby and no party will issue any
      such press release or make any such public statement without the prior
      written consent of all other parties to this Agreement, except as may be
      required by law, or by the rules and regulations of any governmental
      authority or securities exchange.


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3.    REPRESENTATIONS, COVENANTS AND WARRANTIES OF SELLER.

      To further induce Buyer to enter into this Agreement and to consummate the
      transactions contemplated hereby, Seller each hereby jointly and severally
      represent and warrant to and covenant with Buyer as follows:

      3.1   Organization and Qualification.

      Seller is a corporation duly organized and validly existing and in good
      standing under the laws of Florida, and has the requisite power and
      authority to own, lease and operate its properties and to carry on its
      business as it is currently being conducted. Seller is duly qualified or
      licensed and is in good standing, in each jurisdiction where the character
      of the properties owned, leased or operated by it, or the nature of its
      business makes such qualification or licensing necessary. Seller has
      subsidiaries as disclosed on Schedule ".

      3.2   Liabilities and Obligations.

      Seller has no debt, obligation or liability, absolute, fixed, contingent
      or otherwise, of any nature whatsoever, whether due or to become due,
      including any unasserted claim, whether incurred directly or by any
      predecessor thereto, and whether arising out of any act, omission,
      transaction, circumstance, sale of goods or services, state of facts or
      other condition that would have any effect on the Assets.

      3.3   Authority Relative to This Agreement.

      The execution and delivery of this Agreement by Seller and the
      consummation by Seller of the transactions contemplated by this Agreement
      have been duly authorized by all necessary action on the part of Seller to
      authorize this Agreement or to consummate the transactions contemplated by
      this Agreement. This Agreement has been duly and validly executed and
      delivered by Seller and constitutes the legal, valid and binding
      obligations of Seller, enforceable against Seller in accordance with its
      terms, except as the enforceability thereof may be limited by bankruptcy,
      insolvency, reorganization or other similar laws of general application
      affecting the enforcement of creditors rights generally.

      3.4   Absence of Litigation.

      There is no legal or administrative action or proceeding pending or, to
      the knowledge of Seller after reasonable investigation, threatened against
      Seller or any property or asset of Seller.

      3.5   Assets.

            (A)   The Assets, as more completely described on Schedule " will be
                  transferred to Buyer at Closing.


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            (B)   No claim has been asserted, to the best knowledge and Seller
                  that the use of the Assets or the conduct of the business of
                  Seller does or may infringe upon such rights of any third
                  party.

            (C)   Except as disclosed on Schedule " Seller is the owner of the
                  entire, title and interest in and to the Assets, free and
                  clear of all liens and/or encumbrances, and has the right to
                  use, all of the Assets in the continued operations of Seller.

            (D)   The Assets have not been adjudged invalid or unenforceable in
                  whole or part by any governmental authority.

            (E)   To the knowledge of Seller, after reasonable investigation, no
                  person or entity is engaging in any activity that infringes
                  upon the Assets or upon the rights of Seller therein. The
                  consummation of the transactions contemplated by this
                  Agreement will not result in the termination or impairment of
                  any of the Assets.

      3.6   Taxes.

      Seller has (a) filed all Tax (as defined herein) returns required to be
      filed by it prior to the date of this Agreement, (b) paid or accrued all
      Taxes shown to be due on such returns and paid all applicable ad valorem
      and value added Taxes as are due, and (c) paid or accrued all Taxes for
      which a notice of assessment or collection has been received. Seller has
      not received from any governmental authority any written notice of
      proposed adjustment, deficiency or underpayment of any Taxes, which notice
      has not been satisfied by payment or been withdrawn, and there are no
      material claims that have been asserted or threatened relating to such
      Taxes against Seller. Seller has withheld or collected and paid over to
      the appropriate governmental authorities (or is properly holding for such
      payment) all Taxes required by law to be withheld or collected, except for
      amounts which would not, individually or in the aggregate, have an Seller
      material adverse effect. For purposes of this Agreement, Tax or Taxes
      means any and all taxes, fees, levies, duties, tariffs, imposts and other
      charges of any kind (together with any and all interest, penalties,
      additions to tax and additional amounts imposed with respect thereto)
      imposed by any government or taxing authority, including, without
      limitation: taxes or other charges on or with respect to income,
      franchises, windfall or other profits, gross receipts, property, sales,
      use, capital stock, payroll, employment, social security, workers
      compensation, unemployment compensation, or net worth; taxes or other
      charges in the nature or excise, withholding, ad valorem, stamp, transfer,
      value added or gains taxes, license, registration and documentation fees,
      and custom duties, tariffs and similar charges.

      3.7 Execution; No Inconsistent Agreements; Etc.

      The execution and delivery of this Agreement by Seller does not, and the
      consummation of the transactions contemplated hereby will not, constitute
      a breach or violation of the


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      charter, Articles of Organization, or Operating Agreement of Seller, or a
      default under any of the terms, conditions or provisions of (or an act or
      omission that would give rise to any right of termination, cancellation or
      acceleration under) any material note, bond, mortgage, lease, indenture,
      agreement or obligation to which Seller is a party, which could affect the
      Assets or Sellers ability to consummate the transaction contemplated by
      this Agreement.

      3.8   Compliance With Law.

      The business and activities of Seller have at all times been conducted in
      accordance with its Articles of Organization, Charter, and Operating
      Agreement and, to the best knowledge of Seller, any applicable law,
      regulation, ordinance, order, license, permit, rule, injunction or other
      restriction or ruling of any court or administrative or governmental
      agency, ministry, or body.

      3.9   Contingencies.

      There are no actions, suits, claims or proceedings pending, or, to the
      knowledge of Seller after reasonable investigation, threatened against, by
      or affecting Seller and/or any portion of the Assets in any court or
      before any arbitrator or governmental agency. To the knowledge of Seller
      after reasonable investigation, there is no valid basis upon which any
      such action, suit, claim, or proceeding may be commenced or asserted
      against Seller or the Assets. There are no unsatisfied judgments against
      Seller and no consent decrees or similar agreements to which Seller is
      subject.

      3.10  Full Disclosure.

      No representation or warranty of Seller contained in this Agreement, and
      none of the statements or information concerning Seller and/or the Assets
      contained in this Agreement and the Exhibits and Schedules hereto,
      contains or will contain any untrue statement of a material fact nor will
      such representations, warranties, covenants or statements taken as a whole
      omit a material fact required to be stated therein or necessary in order
      to make the statements therein, in light of the circumstances under which
      they were made, not misleading.

4.    REPRESENTATIONS AND WARRANTIES OF BUYER.

      To induce Seller to enter into this Agreement and to consummate the
transactions contemplated hereby, Buyer represents and warrants to and covenants
with Seller as follows:

      4.1   Organization.

      Buyer is a corporation duly organized, validly existing and in good
      standing under the laws of Florida. Buyer is entitled to own or lease its
      properties and to carry on its


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      business as and in the places where such business is now conducted, and
      Buyer is duly licensed and qualified in all jurisdictions where the
      character of the property owned by it or the nature of the business
      transacted by it makes such license or qualification necessary, except
      where such failure would not result in a material adverse effect on Buyer.

      4.2   Authority Relative to This Agreement.

      The execution and delivery of this Agreement by Buyer and the consummation
      by Buyer of the transactions contemplated by this Agreement have been duly
      authorized by all necessary action on the part of Buyer as is necessary to
      authorize this Agreement or to consummate the transactions contemplated by
      this Agreement. This Agreement has been duly and validly executed and
      delivered by Buyer and constitutes the legal, valid and binding
      obligations of Buyer, enforceable against Buyer in accordance with its
      terms, except as the enforceability thereof may be limited by bankruptcy,
      insolvency, reorganization or other similar laws of general application
      affecting the enforcement of creditors rights generally.

      4.3   Execution; No Inconsistent Agreements; Etc.

            (1)   The execution and delivery of this Agreement and the
                  performance of the transactions contemplated hereby have been
                  or will be prior to the Closing Date duly and validly
                  authorized and approved by Buyer and this Agreement is a valid
                  and binding agreement of Buyer, enforceable against Buyer in
                  accordance with its terms, except as such enforcement may be
                  limited by bankruptcy or similar laws affecting the
                  enforcement of creditors' rights generally, and the
                  availability of equitable remedies.

            (2)   The execution and delivery of this Agreement by Buyer does
                  not, and the consummation of the transactions contemplated
                  hereby will not, constitute a breach or violation of the
                  Articles of Incorporation, charter or By-Laws of Buyer, or a
                  default under any of the terms, conditions or provisions of
                  (or an act or omission that would give rise to any right of
                  termination, cancellation or acceleration under) any material
                  note, bond, mortgage, lease, indenture, agreement or
                  obligation to which Buyer is a party, pursuant to which it
                  otherwise receives benefits, or by which any of its properties
                  may be bound.

      4.4   Full Disclosure.

      No representation or warranty of Buyer contained in this Agreement, and
      none of the statements or information concerning Buyer contained in this
      Agreement and the Schedules and Exhibits, contains or will contain any
      untrue statement of a material fact


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      nor will such representations, warranties, covenants or statements taken
      as a whole omit a material fact required to be stated therein or necessary
      in order to make the statements therein, in light of the circumstances
      under which they were made, not misleading.

      4.5   Contingencies.

      There are no actions, suits, claims or proceedings pending or, to the
      knowledge of Buyers management, threatened against, by or affecting Buyer
      or any of its subsidiaries in any court or before any arbitrator or
      governmental agency which could have a material adverse effect on Buyer or
      its subsidiaries or which could materially and adversely affect the right
      or ability of Buyer to consummate the transactions contemplated hereby. To
      the knowledge of Buyer, there is no valid basis upon which any such
      action, suit, claim or proceeding may be commenced or asserted against
      Buyer or its subsidiaries. There are no unsatisfied judgments against
      Buyer, and no consent decrees or similar agreements to which Buyer or its
      subsidiaries is subject, and which could have a material adverse effect on
      Buyer or its subsidiaries, or which could materially and adversely affect
      the right or ability of Buyer to consummate the transactions contemplated
      hereby.

5.    MISCELLANEOUS.

      5.1   Notices.

            (1)   All notices, requests, demands, or other communications
                  required or permitted hereunder shall be in writing and shall
                  be deemed to have been duly given upon delivery if delivered
                  in person or if sent by Federal Express (or similar recognized
                  overnight courier service) to the parties at the following
                  addresses:

                  If to Seller:

                  DIVERSIFIED MANAGEMENT, L.L.C., a Florida limited liability
                  company
                  2033 Main Street, Suite 600
                  Sarasota, FL 34237
                  Attn: David Norris, Manager
                  Telephone:        281.251.7858
                  Telefax:          231.251.9882

                  With a Copy to:

                  Michelle Mathis
                  8191 N. Tamiami Trail
                  Suite B-2
                  Sarasota, Florida  34243
                  Telephone:        561.266.9371
                  Telefax: 775.305.9661


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                  If to Buyer:

                  Central Wireless. Inc.
                  4333 South Tamiami Trail
                  Sarasota, Florida  34231
                  Telephone:        941.929.1534
                  Telefax: 941.374.1476

            (2)   Notices may also be given in any other manner permitted by
                  law, effective upon actual receipt. Any party may change the
                  address to which notices, requests, demands or other
                  communications to such party shall be delivered or mailed by
                  giving notice thereof to the other parties hereto in the
                  manner provided herein.

      5.2   Survival.

      The representations, warranties, agreements and indemnifications of the
      parties contained in this Agreement or in any writing delivered pursuant
      to the provisions of this Agreement shall survive any investigation
      heretofore or hereafter made by the parties and the consummation of the
      transactions contemplated herein and shall continue in full force and
      effect and survive after the Closing.

      5.3   Counterparts; Interpretation.

      This Agreement may be executed in any number of counterparts, each of
      which shall be deemed an original, and all of which shall constitute one
      instrument. This Agreement supersedes all prior discussions and agreements
      between the parties with respect to the subject matter hereof, and this
      Agreement contains the sole and entire agreement among the parties with
      respect to the matters covered hereby. All Schedules and Exhibits hereto
      shall be deemed a part of this Agreement. This Agreement shall not be
      altered or amended except by a written instrument signed by or on behalf
      of all of the parties hereto. No ambiguity in any provision hereof shall
      be construed against a party by reason of the fact it was drafted by such
      party or its counsel.

      5.4   Governing Law.

      The validity and effect of this Agreement shall be governed by and
      construed and enforced in accordance with the laws of the State of
      Florida, without regard to principles of conflicts of laws thereof. Any
      dispute, controversy or question of interpretation arising under, out of,
      in connection with or in relation to this Agreement or any amendments
      hereof, or any breach or default hereunder, shall be litigated in the
      state or federal courts in Sarasota County, Florida, U.S.A. Each of the
      parties hereby irrevocably


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      submits to the jurisdiction of any state or federal court sitting in
      Sarasota County, Florida. Each party hereby irrevocably waives, to the
      fullest extent it may effectively do so, the defense of an inconvenient
      forum to the maintenance of any such action in Sarasota County, Florida.

      5.5   Waiver.


      Any term or condition of this Agreement may be waived at any time by the
      party which is entitled to the benefit thereof, but only if such waiver is
      evidenced by a writing signed by such party. No failure on the part of a
      party hereto to exercise, and no delay in exercising, any right, power or
      remedy created hereunder, shall operate as a waiver thereof, nor shall any
      single or partial exercise of any right, power or remedy by any such party
      preclude any other future exercise thereof or the exercise of any other
      right, power or remedy. No waiver by any party hereto to any breach of or
      default in any term or condition of this Agreement shall constitute a
      waiver of or assent to any succeeding breach of or default in the same or
      any other term or condition hereof.

      5.6   Partial Invalidity and Severability.

      All rights and restrictions contained herein may be exercised and shall be
      applicable and binding only to the extent that they do not violate any
      applicable laws and are intended to be limited to the extent necessary to
      render this Agreement legal, valid and enforceable. If any terms of this
      Agreement not essential to the commercial purpose of this Agreement shall
      be held to be illegal, invalid or unenforceable by a court of competent
      jurisdiction, it is the intention of the parties that the remaining terms
      hereof shall constitute their agreement with respect to the subject matter
      hereof and all such remaining terms shall remain in full force and effect.
      To the extent legally permissible, any illegal, invalid or unenforceable
      provision of this Agreement shall be replaced by a valid provision which
      will implement the commercial purpose of the illegal, invalid or
      unenforceable provision.

      5.7   Acceptance by Fax.

      This Agreement shall be accepted, effective and binding, for all purposes,
      when the parties shall have signed and transmitted to each other, by
      telefax or otherwise, copies of the signature pages hereto.

      5.8   Attorneys Fees.

      In the event of any litigation or other proceeding arising out of or in
      connection with this Agreement, the prevailing party or parties shall be
      entitled to recover its or their reasonable attorneys fees and court costs
      from the other party or parties.


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      5.9   NO JURY TRIAL.

      THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE
      RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
      BASED HEREON OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT
      AND ANY DOCUMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR
      ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR
      WRITTEN) OR ACTIONS OF ANY PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT
      FOR THE PARTIES ACCEPTANCE OF THIS AGREEMENT.

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      IN WITNESS WHEREOF, the parties have executed this Asset Purchase
Agreement or caused this Asset Purchase Agreement to be duly executed by their
duly authorized officers as of the date first above written.

                                        BUYER:

Witnesses:                              CENTRAL WIRELESS, INC.,
                                        a Florida corporation

Print Name: /s/ Steven Troyan           By: /s/ Kenneth Brand
            -----------------------        -------------------------------------

Print Name:  Steven Troyan

                                        SELLER:

Witnesses:                              DIVERSIFIED MANAGEMENT, L.L.C.,
                                        a Florida limited liability company

Print Name: /s/ Michelle Mathis         By: /s/ David Norris
            -----------------------        -------------------------------------
                                           David Norris, Manager

Print Name:  Michelle Mathis


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                                   SCHEDULE A

                     DESCRIPTION OF ASSETS AND SUBSIDIARIES

One-hundred percent (100%) of the membership interest of the following listed
limited liability companies formed in the State of Georgia:

      1.   LLC A
      2.   LLC B
      3.   LLC C
      4.   LLC D
      5.   LLC E
      6.   LLC F
      7.   LLC G
      8.   LLC H


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