Exhibit 10.19

                        Knowlton Pass Electronics Limited

October 1, 2004

MaxTel Wireless Inc.
4360 Victoria Avenue
Vineland, Ontario L0R 2E0

Attention:  Tom Letourneau, President and CEO

Dear Sir:

      Re:   Your Engagement of Knowlton Pass Electronics Inc. ("KP")

Further to our discussions, we confirm our understanding that MaxTel Wireless
Inc. (the "Company") is desirous of enhancing their shareholder value through,
among other things, the contracting out of the operational concerns of operating
a wireless communications company. KP is prepared to become your agent, working
with the Company to assist it in trying to achieve this objective by managing
its existing client base, exploiting its underutilized spectrum and operating
its network, thereby providing an increase in net income to the Company.

This letter of agreement ("Letter Agreement") will, subject to your acceptance
hereof, confirm the nature and extent of our discussions to date respecting,
among other ancillary and related matters,:

      1) KP's engagement by the Company to act as its exclusive
      Contract/Spectrum manager/agent for the Company's existing airtime,
      circuit provision and equipment rental business; and

      2) the leasing to KP by the Company of certain radio and network
      equipment.

While a more formal contract may be concluded at a later date, this Letter
Agreement will, subject only to the satisfaction or waiver of the conditions
precedent set forth in section 4.16 hereof, constitute a binding agreement
between KP and the Company in respect of the matters addressed below upon your
acceptance hereof by signing and delivering back to us a copy of this Letter
Agreement.

This Letter Agreement will come into force effective October 1, 2004 for a
period of 10 years to and including September 30, 2014, and is automatically
renewable on the same terms and conditions (other than for this right or
renewal) at the sole discretion of KP for a further 10 years provided that KP
advises the Company in writing of its intent to renew this Letter Agreement at
least 3 months prior to the end of the initial term (i.e., by


                                                                               1
<PAGE>

June 30, 2014). The foregoing initial and renewal term is herein referred to as
the "Term".

1.0   Contract/Spectrum Management Services

1.1   Appointment

      KP is hereby appointed the exclusive agent of the Company and as such will
      assume the role and responsibility of the Company in servicing the
      following contracts (the "Managed Contracts") , which Managed Contracts
      (or the Service Level Agreements in respect thereof) are attached as
      Appendix A hereto and which Managed Contracts are summarized in certain of
      their material terms below (which summaries the Company represents are
      true and correct):

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
Client                                  Contract Terms                                        Annual Revenue
------------------------------------------------------------------------------------------------------------
<S>                                     <C>                                                      <C>
Coutts Library Service                  From Mar 15, 2003 - service & maintenance                $  5,940.00
                                        contract - 36 months - to Mar 14, 2006
------------------------------------------------------------------------------------------------------------
NHS Welland Clinic                      From Oct. 2003 to Sept. 2004 - looking for               $  2,340.00
                                        renewal
------------------------------------------------------------------------------------------------------------
Niagara Health System                   Contract signed Feb. 28th, 2002; - went live             $ 78,390.00
                                        Feb 1, 2003 - for 5 yrs to Jan. 31, 2008
------------------------------------------------------------------------------------------------------------
Port Colborne Poultry - Airtime         From July 15, 2002 for 5 years                           $ 54,000.00
------------------------------------------------------------------------------------------------------------
Port Colborne Poultry - Internet        From July 15, 2002 for 3 years                           $  5,940.00
------------------------------------------------------------------------------------------------------------
TOTAL BROADBAND:                                                                                 $146,610.00
------------------------------------------------------------------------------------------------------------
CCRA/CBSA - Airtime                     From April 1, 2004 to March 31, 2005 (with               $154,836.00
                                        renewal notice)
------------------------------------------------------------------------------------------------------------
CCRA/CBSA - Radio                       From April 1, 2004 to March 31, 2005                     $ 60,000.00
------------------------------------------------------------------------------------------------------------
Hotel Falls Renaissance                 Contra agreement for Hotel radio use while               $  7,200.00
                                        MaxTel uses Hotel roof for tower antenna
------------------------------------------------------------------------------------------------------------
Lincoln Fire Department                 Contract signed Dec 20, 2002; effective Jan 1,           $ 10,000.00
                                        2003; ten year term, reviewed every 3 years
------------------------------------------------------------------------------------------------------------
Niagara Falls Fire                      Contract signed Apr. 9, 2003; Term is 10 years           $ 48,000.00
                                        from sign date; auto. Renewed for 2 x 5 yr.
                                        terms; Billing to commence when network is
                                        operational
------------------------------------------------------------------------------------------------------------
St. John's Ambulance                    10 years from Sept 1, 2004; Annual Fee b4                $  7,200.00
                                        taxes of $7,200 billed Jan 1, 2005 (Sep-Dec 04:
                                        $2400 b4 taxes); payable in advance
------------------------------------------------------------------------------------------------------------
Shallowbrook Farms                      Contract from Aug. 15/04.  Rent of three                 $  1,242.00
                                        licences/radios @ $34.50/mth
------------------------------------------------------------------------------------------------------------
Talk Wireless                           ongoing; no end date; quarterly billing starting         $    990.00
                                        April 2003
------------------------------------------------------------------------------------------------------------
TOTAL VOICE:                                                                                    $289,468.00
------------------------------------------------------------------------------------------------------------
TOTAL EXPECTED ANNUAL REVENUE:                                                                  $436,078.00
------------------------------------------------------------------------------------------------------------
</TABLE>

      Incrementally the Company has an open or standing offer from CBSA
      (Canadian Border Services Agency) for maintenance of certain radio
      equipment, and KP shall as well be the exclusive agent for the Company in
      servicing the (CBSA) contract if


                                                                               2
<PAGE>

      and when it is concluded, at which time the CBSA contract shall become a
      Managed Contract.

      Further KP is hereby appointed the exclusive manager of all spectrum
      licenses currently held or to be applied for by the Company. Presently,
      this consists of approximately 40 400Khz/900Kz licenses and several 18Ghz
      licenses being applied for; a complete list of these licenses (including
      license pending) may be found in Appendix B hereto and they are herein
      sometimes referred to as the "Company Spectrum Licenses".

1.2   Ownership of Contracts and Spectrum; Liability

      For greater certainty, the Company is not transferring to KP hereunder
      either ownership of, or liability, for the Managed Contracts nor is it
      transferring ownership of the Company Spectrum Licenses. The Company is
      only appointing KP as its exclusive agent, authorized to act in the name
      of the Company in all matters pertaining to the use, operation and
      management of the Managed Contracts and/or the Company Spectrum Licenses.

1.3   Maintenance of Licenses

      The Company shall be responsible for ensuring that all Company-owned
      equipment and Company Spectrum Licenses utilized by the Managed Contracts
      are duly licensed (or the license has been duly applied for) from the
      effective date hereof and are maintained in good standing throughout the
      Term.

1.4   Compensation pursuant to Article 1.0

      KP shall use its reasonable commercial efforts on behalf of the Company to
      collect all revenues due pursuant to the Managed Contracts in a timely
      manner and KP shall be entitled to retain 90% of the gross revenues
      collected as its fee for managing the Managed Contracts and the Company
      Spectrum Licenses as set out in this Article 1.0. KP shall forward 10% of
      the gross revenues it collects pursuant to these contracts to the Company
      in accordance with the provisions of section 4.9

      Throughout this agreement, "gross revenues" shall mean, without
      double-counting, all revenue collected by a party from exercising their
      rights and performing the services and providing the goods expected of
      them hereunder less (a) credit notes which a party bona fide and in the
      ordinary course of business determines it necessary or desirable to issue
      to third parties, and (b) applicable taxes charged by a party in
      accordance with prevailing laws and regulations.

1.5   Future Contracts

      KP shall, on an exclusive basis (including to the exclusion of the Company
      itself) be entitled to use its reasonable commercial efforts to exploit
      the underutilized spectrum available and as a result of the Company's
      Spectrum Licences., to enter into airtime and circuit fee type service
      provision contracts with third parties in KP's own name. KP, while
      maintaining these contracts in its own name and being responsible for all
      aspects of such future contracts, shall pay the Company a network/spectrum
      usage fee of 7.5% of the gross revenues attributable to the use of the
      Company's Spectrum Licenses that it collects pursuant to any such future
      contracts in accordance with the provisions of section 4.9. Contracts
      awarded KP pursuant to which KP does not use any Company Spectrum
      Licenses, shall not be subject to this usage fee.


                                                                               3
<PAGE>

2.0   Leasing of Radio and Network Equipment

2.1   Equipment to be Leased

      For the purpose of fulfilling its obligations under Article 1.0, above,
      and in order to pursue its own business goals, KP does hereby lease from
      the Company throughout the Term its existing network equipment, including
      all Company owned portable and mobile equipment such as radio and support
      equipment. A complete list of this equipment is attached as Appendix C and
      such equipment is herein sometimes referred to as the "Leased Equipment".
      The consideration to be paid for the Leased Equipment and the other
      entitlements of KP pursuant to this Article 2.0 is set forth in section
      2.5.

2.2   Leased Equipment located in/on Physical Facilities Controlled/Operated by
      the Company

      It is intended that the Leased Equipment will remain on premises
      (collectively, the "Facilities Premises") owned by, leased to or otherwise
      accessed by the Company (including pursuant to its contractual rights
      under the Managed Contracts) as part of the Company's obligations
      hereunder. For greater certainty KP is not leasing or subleasing premises
      (i.e., physical facilities or real property) from the Company; KP is
      leasing the personal property comprising the Leased Equipment on an as is,
      where is basis. Where this Leased Equipment is located on Facilities
      Premises then included within the equipment lease set out in section 2.1
      is the right of KP, at no incremental cost, to continue to locate the
      Leased Equipment and the KP Replacement Equipment (defined below) and
      where required (in KP's sole discretion) to place incremental equipment
      owned or leased by KP (the "KP Incremental Equipment") in or on the
      Facilities Premises as may be required or desired to meet its obligations
      under Article 1.0 above, including to service its own contracts under
      section 1.5. The Company shall, in or on Facilities Premises, allow, and
      take such steps as may from time to time be required to enable, KP
      unfettered and unrestricted 7x24 access to the Leased Equipment, the KP
      Replacement Equipment and the KP Incremental Equipment located on such
      premises. KP shall be entitled to this access for any and all purposes,
      including for equipment monitoring, maintenance (planned or demand),
      repair or observation.

      Further, the Company shall, in order to facilitate access to such
      equipment, introduce KP to such third parties as its Contract/Spectrum
      Manager, thereby extending the Company's existing rights of access to the
      Facilities Premises to KP. KP will exclusively manage all Leased
      Equipment, KP Incremental Equipment and KP Replacement Equipment located
      in or on the Facilities Premises. The Company shall not, under any
      circumstances, block or challenge (through legal process or otherwise
      howsoever) such access or modify locks, passwords or engage in any other
      activity which may affect detrimentally KP's ability to execute its
      responsibilities and rights under this Letter Agreement.

2.3   Network Maintenance & Upgrades

      Leased Equipment replaced or removed by KP from a facility or premises due
      to state of repair or obsolescence issues or because it otherwise has
      reached the end of its useful commercial life shall be returned to the
      Company for its disposal. KP at its own expense and as required to meet
      its obligations as contained in Article 1.0 hereof will replace equipment
      so removed (the "KP Replacement Equipment"). KP


                                                                               4
<PAGE>

      Replacement Equipment shall be, vis a vis the Company, the property of KP
      and the Leased Equipment thus replaced or removed will be deleted from
      Appendix C contemporaneous with and effective as at and from the date of
      its replacement or removal.

      KP shall, within 90 days of the signing of this Letter Agreement, working
      with the Company and at KP's expense, survey all existing physical
      facilities of or used by the Company and assure itself that the facilities
      utilized for the purpose of servicing the Managed Contracts meet both
      industry standards and, to the extent they are higher than industry
      standards, KP's own commercially reasonable standards. The Company shall
      allow KP to upgrade and replace Leased Equipment on an as required basis
      to meet these standards.

      Notwithstanding that 100% of the Leased Equipment may ultimately be
      replaced (including tower relocation etc.), the Term of this Letter
      Agreement and the obligations and revenue splits set forth herein shall
      remain unchanged and in full force and effect.

2.4   Insurance, Compliance with Laws, etc.

      KP shall maintain at all times insurance coverage in accordance with
      prevailing industry standards in respect of the Leased Equipment, the KP
      Replacement Equipment and the KP Incremental Equipment, which insurance
      payments it shall self-fund. To the extent required, the Company shall
      provide KP with such assistance and documentation as may be required by KP
      in order to bind such insurance. As well, it shall be the responsibility
      of the Company to maintain insurance coverage in accordance with
      prevailing industry standards on its business operations generally,
      including for public liability, and on the Facilities Premises. If
      requested by KP, the Company shall provide KP with copies of all such
      policies. In addition, the Company shall advise its insurers in writing
      (copied to KP) that any correspondence (including in respect of renewals
      and revisions) in respect of such policies must be delivered to KP
      coincidental with delivery to the Company.

      KP shall as well maintain and operate the Leased Equipment, the KP
      Replacement Equipment and the KP Incremental Equipment in accordance with
      prevailing laws and regulations. This obligation does not affect the
      requirement of the Company to maintain the appropriate spectrum and Leased
      Equipment licenses pursuant to section 1.3.

2.5   Compensation pursuant to Article 2.0

      The Company shall receive from KP an amount equal to 20% of the gross
      revenues collected by KP from Managed Contracts utilizing the Leased
      Equipment or KP Replacement Equipment. Additionally the Company shall
      receive from KP an amount equal to 10% of the gross revenues collected by
      KP from new clients whose air time or circuit sales require their signal
      to pass through the Leased Equipment or KP Replacement Equipment.


                                                                               5
<PAGE>

3.0   Physical Facilities Management

3.1   General

      The ongoing business of the Company is the provision of physical
      facilities to wireless networks. It is explicitly acknowledged by the
      parties that, notwithstanding anything contained in this Letter Agreement,
      KP is not proposing or agreeing to provide any property or physical
      facility management services to or on behalf of the Company. It is
      specifically noted and agreed that KP will not be leasing (or sub-leasing)
      any Facilities Premises.

      The Company shall supply at its own cost the facilities premises as
      required by the Company to meet its obligations under the Managed
      Contracts. The facilities premises required to meet these obligations will
      be given first priority over any and all facility agreements currently in
      place, contemplated or entered into subsequent to the date hereof.

3.2   Existing Facility

      The following is a list of the existing Facilities Premises. Attached as
      Appendix D are the leases and contracts by which the Company has access to
      these Facilities Premises.

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
                                                                                      Duration (END            Clients using
        Facility               Location               Type of Arrangement           Date of Agreement)            Facility
---------------------------------------------------------------------------------------------------------------------------------
<S>                        <C>               <C>                                    <C>                 <C>
---------------------------------------------------------------------------------------------------------------------------------
Douglas Memorial           Ft. Erie          MaxTel / NHS Link equipment housed     Jan. 31, 2008         Niagara Health System
Hospital                                     with heat and back-up power                                  + all voice clients
                                                                                                        (trunked radio network)
---------------------------------------------------------------------------------------------------------------------------------
N-O-T-L Hospital           Niagara On the    Telus Tower houses MaxTel / NHS Link   Jan. 31, 2008         Niagara Health System
                           Lake              through agreement between Telus and
                                             NHS
---------------------------------------------------------------------------------------------------------------------------------
Pt. Colborne General       Port Colborne     MaxTel / NHS Link equipment housed     Jan. 31, 2008         Niagara Health System
Hospital                                     with heat and back-up power
---------------------------------------------------------------------------------------------------------------------------------
Greater Niagara General    Niagara Falls     MaxTel / NHS Link equipment housed     Jan. 31, 2008         Niagara Health System
Hospital                                     with heat and back-up power
---------------------------------------------------------------------------------------------------------------------------------
Welland County Hospital    Welland           MaxTel / NHS Link equipment housed     Jan. 31, 2008         Niagara Health System
                                             with heat and back-up power
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                                                               6
<PAGE>

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
                                                                                      Duration (END            Clients using
        Facility               Location               Type of Arrangement           Date of Agreement)            Facility
---------------------------------------------------------------------------------------------------------------------------------
<S>                        <C>               <C>                                    <C>                 <C>
St. Catharines General     St. Catharines    MaxTel / NHS Link equipment housed       Jan. 31, 2008       Niagara Health System /
Hospital                                     with heat and back-up power                                  Port Colborne Poultry
---------------------------------------------------------------------------------------------------------------------------------
Shaver Rehab Centre        Thorold           MaxTel / NHS Link equipment housed       Jan. 31, 2008       Niagara Health System
                                             with heat and back-up power
---------------------------------------------------------------------------------------------------------------------------------
Thorold Hub                Thorold           15-year lease back commencing May         May 14, 2017           All voice and
                                             15, 2002                                                     broadband clients +
                                                                                                          Terago, Environment
                                                                                                            Canada, PasWord,
                                                                                                        Enbridge, Talk Wireless
                                                                                                               pay rental
---------------------------------------------------------------------------------------------------------------------------------
Renaissance Fallsview      Niagara Falls     Contra-agreement, tower space for          31-Mar-05         Renaissance Fallsview
Hotel                                        radios                                                      Hotel / Coutts Library
                                                                                                          Service / all voice
                                                                                                         clients (trunked radio
                                                                                                                network)
---------------------------------------------------------------------------------------------------------------------------------
Hydro One                  Grimsby           Ten-year lease, with yearly                31-Aug-10            Enbridge / Port
                                             incremental                                                    Colborne Poultry
---------------------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------------------
Mountain Cable             Caledonia         Five-year lease, renewable for next        31-Mar-05           - All voice clients
                                             5 yrs., from Feb 1, 2000                                          - (trunked
                                                                                                             radio network)
---------------------------------------------------------------------------------------------------------------------------------
Dominic Rosati             Welland           Twenty year lease (Mthly pmt of          Oct. 31, 2021            Vacant Land
                                             $333.33), from Nov 1, 2001
---------------------------------------------------------------------------------------------------------------------------------
Hamilton Hydro             Hamilton          Radio transmitter equipment stored          ongoing          Port Colborne Poultry
                                             at site to transmit signal; no
                                             leasing costs; FibreWired bills for
                                             monitoring system
---------------------------------------------------------------------------------------------------------------------------------
Port Colborne Poultry      Oakville          FibreWired  equipment used to              14-Jul-07         Port Colborne Poultry
                                             service client at site
---------------------------------------------------------------------------------------------------------------------------------
Port Colborne Poultry      Port Colborne     MaxTel equipment used to service           14-Jul-07         Port Colborne Poultry
                                             client at site
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                                                               7
<PAGE>

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
                                                                                      Duration (END            Clients using
        Facility               Location               Type of Arrangement           Date of Agreement)            Facility
---------------------------------------------------------------------------------------------------------------------------------
<S>                        <C>               <C>                                    <C>                 <C>
Port Colborne Poultry      St. Catharines    MaxTel equipment used to service           14-Jul-07         Port Colborne Poultry
                                             client at site
---------------------------------------------------------------------------------------------------------------------------------
Coutts Library             Niagara Falls     No MaxTel equipment on site -              14-Mar-06            Coutts Library
                           N.Y.              Ethernet & Mntnce fee is billed to                                 Services
                                             client annually
---------------------------------------------------------------------------------------------------------------------------------
Coutts Library             Niagara Falls,    No MaxTel equipment on site -              14-Mar-06            Coutts Library
                           ON                Ethernet & Mntnce fee is billed to                                 Services
                                             client annually
---------------------------------------------------------------------------------------------------------------------------------
Fire Station               Campden           Tower & equipment stored on site to        31-Dec-12             Voice clients
                                             provide service to Lincoln FD                                 including Lincoln
                                                                                                           Fire Dept. (Trunked
                                                                                                              radio network)
---------------------------------------------------------------------------------------------------------------------------------
Fire Station               Beamsville        Tower & equipment stored on site to        31-Dec-12          Lincoln Fire Dept.
                                             provide service to Lincoln FD
---------------------------------------------------------------------------------------------------------------------------------
Queenston Bridge           Queenston, ON     MaxTel equipment stored on site to         31-Mar-05             Voice clients
                                             provide service to CBSA                                        including CBSA
                                                                                                        (trunked radio network)
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

      The Company may, provided it has received the prior written consent of KP
      thereto (consent not to be unreasonably withheld) abandon any or all of
      the Facilities Premises not required by KP to meet its obligations under
      the Managed Contracts or for its own purposes, including pursuant to
      sections 1.5 and 3.5.

3.3   Existing Facilities Provisioning Agreements

      The following is a list of all of the existing physical facility supply
      agreements entered into between the Company and third parties, copies of
      which are attached as Appendix E hereto.

      These agreements (and any other existing or subsequently entered into
      physical facility supply agreements that are not listed below) are and
      remain the sole responsibility of the Company, who retains responsibility
      for servicing these contracts, maintaining the Facilities Premises,
      providing adequate insurance pursuant to section 2.4 thereon, collecting
      monies owed, assuring all utility and other operating costs are satisfied
      and paying third party suppliers and contractors as required.


                                                                               8
<PAGE>

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
         Company                       Contract Terms                        Annual Revenue
-------------------------------------------------------------------------------------------
<S>                             <C>                                            <C>
Enbridge                        Contract from Nov. 1/02 onward;                $10,045.00
                                started at ($4400+5400)/yr. &
                                adjustable according to
                                Consumer Price Index each
                                Nov 1st.
-------------------------------------------------------------------------------------------
Environment Canada              Contract from  Nov 20, 2003 to                 $ 3,952.00
                                Jun 30 2006 (3 yrs); $3800/yr,
                                increasing 4% per year after 2003
-------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------
PasWord Communications          Paid quarterly in advance                      $ 5,040.00
-------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------
TeraGo Networks Inc.            Paid monthly in advance ($400.00 + GST)        $ 4,800.00
-------------------------------------------------------------------------------------------
TOTAL TOWER ANNUAL RENTAL:                                                     $23,837.00
-------------------------------------------------------------------------------------------
</TABLE>

3.4   New Third Party Physical Facility Supply Agreements

      Additional and future requests from third parties to place their equipment
      in or on any Facilities Premises will require the prior written consent of
      KP thereto, such consent not to be unreasonably withheld. It shall be
      reasonable for KP, acting reasonably, to withhold consent based on
      availability of space, interference with existing equipment or contractual
      obligations, actual or potential breaches of law or regulation and to
      legitimate safety issues that the parties may work to solve.

      To assist the Company in its facility supply business, KP shall forward to
      the Company for its consideration and in a timely manner any commercially
      reasonable requests it receives directly from third parties to place
      equipment on the Facilities Premises. Should the Company choose to offer a
      facilities supply agreement to the KP provided requesting party, KP still
      retains and reserves the right to examine the final proposal and approve
      the proposed installation as per the above paragraph.

3.5   KP Physical Facility Supply Agreements

      KP shall, subject only to the requirements of the Managed Contracts to
      which KP's need in this section are subordinate, be entitled to place KP
      Incremental Equipment related to its own business as a wireless services
      provider on Company-operated infrastructure. For greater certainty, KP's
      business plan envisages it providing broadband, WiFi and WiMax services
      throughout the Niagara region. The Company shall, in a timely manner,
      place or allow to be placed all such KP Incremental Equipment upon the
      Facilities Premises upon request from KP. This shall be at no cost to KP
      except where otherwise specified in this Letter Agreement and other than
      for KP being responsible to reimburse the Company for all the Company's
      reasonable disbursements incurred as a result of this placement and for
      any incremental rent due to the owner of the relevant Facilities Premises
      as a result of


                                                                               9
<PAGE>

      such equipment placement. This placement shall be subject only to the
      Managed Contracts priority, above, and to availability of space,
      non-interference with existing equipment, compliance with laws and
      regulations and legitimate safety concerns that the parties will work to
      solve. This arrangement shall not constitute a Facilities Premises
      sub-lease and KP does not assume any of the responsibilities of the
      Company in terms of its leases with third parties as a result of this
      arrangement, provided that KP shall comply with all applicable laws and
      contractual obligations of the Company (in respect of the relevant
      Facilities Premises) of which it is made aware.

4.0   Other Matters

4.1   Total Compensation

      Notwithstanding anything else contained herein, the total compensation
      entitlement of the Company as a result of the aggregate of the amounts due
      and payable monthly pursuant to sections 1.4, 1.5 and 2.5 hereof shall be
      the greater of (a) $22,500 per month (plus GST) or (b) the amount
      calculated as a result of the provisions of sections 1.5 and 2.5, provided
      that in no event shall the total compensation received under these two
      sections be greater than $25,000 per month (plus GST). If the amount
      calculated pursuant to sections 1.4, 1.5 and 2.5 is less than
      $22,500/month, KP shall make up the shortfall from its own resources and
      if the amount so calculated is greater than $25,000/month, KP shall be
      entitled to retain the overage.

      Should the CBSA contract listed in section 1.1 hereof fail for any reason
      to be renewed at any time on at least the same financial terms and
      conditions, the minimum entitlement to the Company of $22,500 (plus GST)
      shall be reduced proportionally.

      The Company's revenues from its ongoing facilities supply business are not
      included in these calculations and its earnings as a result of these
      efforts are not of concern to KP.

4.2   Direction to Pay Lien holders, Chattel Mortgages and other such
      Encumbrances

      The parties acknowledge that much of the network equipment/operational
      ability of the Company is encumbered by various lenders, lease-holders or
      landlords.

      These include the following monthly and recurring amounts (as same may be
      amended from time to time in the ordinary course):

                         Account                            Amount
            Niagara Wireless ~ Thorold Tower              $ 2,900.00
            Property Taxes ~ Thorold Tower                $ 1,318.56
            Hydro ~ Thorold Tower                         $   400.00
            Telephone ~ Thorold Tower                     $   160.00
            Property Insurance ~ Thorold Tower            $   167.00
            Property Maintenance ~ Thorold Tower          $   232.94
            Mountain Cable Tower Fees                     $   439.00
            Falls View/Renaissance Tower                  $   600.00
            CIT                                           $ 6,532.50
            DANA                                          $ 3,000.00
            I-Trade                                       $ 3,000.00
            Voice Network Licence Fees                    $ 3,000.00
            Broadband Licence Fees                        $   500.00
                                                          ==========
                                                           22,250.00


                                                                              10
<PAGE>

      The Company hereby authorizes KP to deduct from any payments due to the
      Company hereunder the amounts specified in the above table (as same may be
      increased as a result of interest or penalty charges) and pay the amounts
      directly to the relevant creditors. KP will provide proof of payment of
      the amounts deducted and paid concurrent with providing the monthly
      payments to the Company pursuant to section 4.9.

4.3   Other Accounts

      KP shall be responsible for the following recurring payments (together
      with the ongoing operating costs of its own business) in its own right
      without deduction or set off against amounts it owes to the Company
      hereunder:

                      Account                                Monthly
            Fibre Wire ~ Internet                          $   430.00
            Fibre Wire ~ Cisco Switch                      $   440.00
            Fibre Wire ~ Maintenance Contract              $   215.00
            Office Rent                                    $ 1,647.38
            Network Insurance                              $ 2,156.41
            Blink Communications (Fibre Back Haul)         $   510.00
                                                           ==========
                                                           $ 5,398.79

            Company payables not specifically mentioned above remain the sole
            responsibility of the Company to pay on a timely manner, not
            prejudicial to its (or by implication KP's) business. For greater
            certainty KP is not responsible for payment of the following
            non-exclusive list of ongoing commitments by the Company (nor will
            it provide management services or payment services in respect of any
            of the following).

                        Account                           Monthly
                  Welland Property                       $  333.33
                  Welland Taxes                          $   10.00
                  Grimsby Tower                          $1,000.00
                  Truck Payment                          $  644.95
                  Dell                                   $  188.39
                  ------------------------------------------------
                                    Total:               $2,176.67
                  ------------------------------------------------

4.4   Current Company Accounts Receivables

      Accounts receivable due to the Company as at October 1, 2004 shall be
      collected and processed by KP in accordance with the provisions of this
      Letter Agreement notwithstanding that they existed prior to the
      commencement of the Term; provided, however, that to the extent that the
      prepayments received by the Company prior to October 1, 2004 in respect of
      Managed Contracts as set forth in section 4.5 exceeds the amounts that the
      Company would otherwise be entitled to from the said accounts receivable
      collected, KP shall be entitled to retain this amount for its own account.


                                                                              11
<PAGE>

      To the extent that, after such set-off, there remains an amount of
      prepaids (less the entitlement thereto that the Company would, in the
      ordinary course hereunder, be entitled to) in excess of the said collected
      accounts receivable, this shall be a debt due from the Company to KP and
      the Company shall secure this debt in favor of KP by providing KP with a
      specific lien on or right of first refusal to the Company Spectrum
      Licenses in form and substance satisfactory to KP.

4.5   Supply of Prepaid Goods and Services

      The following sets out the prepayments received by the Company in respect
      of the Managed Contracts as at October 1, 2004. KP assumes its
      responsibility as set forth in Article 1.0 for these Managed Contracts
      throughout the prepaid period.

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
                                              Orig. Amount Of           Remaining         Date Of Last
               Client                         Deferred Income            Amount             Payment
-------------------------------------------------------------------------------------------------------
<S>                                              <C>                   <C>              <C>
Lincoln Fire Dept.                                 $9,170.10             $2,009.88        Dec 24, 2003
-------------------------------------------------------------------------------------------------------
Board of World Mission                             $9,500.00             $6,000.00        May 17, 2004
-------------------------------------------------------------------------------------------------------
Niagara Falls Fire Depart.                       $393,940.92           $120,000.00      April 30, 2003
-------------------------------------------------------------------------------------------------------
Niagara Health System (2005)                      $22,537.13             $6,603.51        July 8, 2004
-------------------------------------------------------------------------------------------------------
PasWord Communications                             $1,348.20               $449.40        Sep. 2, 2004
-------------------------------------------------------------------------------------------------------
Port Colborne Poultry - Airtime (2005)            $62,100.00            $42,400.00        July 2, 2004
-------------------------------------------------------------------------------------------------------
Port Colborne Poultry - Internet (2005)            $6,831.00             $4,510.00        July 2, 2004
-------------------------------------------------------------------------------------------------------
Port Colborne Poultry (to 2004)                  $115,084.80            $19,304.10       July 31, 2003
-------------------------------------------------------------------------------------------------------
St. John's Ambulance                               $2,760.00             $1,809.88       Aug. 31, 2004
=======================================================================================================
                                                      TOTAL:           $203,086.77
=======================================================================================================
</TABLE>

4.6   Non-Assumption of Payables and Other Debts

      KP assumes no responsibility for payables or other business debts of the
      Company prior to October 1, 2004 other than those explicitly mentioned in
      this Letter Agreement, nor does it accept any responsibility for any debts
      incurred by the Company post October 1, 2004. All purchases by KP from
      third parties made on behalf of the Company will be by means of a KP
      Purchase Order duly executed by authorized KP personnel; any purchase by a
      Company representative made without a duly executed KP Purchase Order will
      not be honored by KP.

4.7   Property and Tower Leases

      The Company shall ensure that it is fully compliant with all Facilities
      Premises lease terms and conditions from the date of this agreement and
      throughout the Term (save


                                                                              12
<PAGE>

      those responsibilities assumed by KP hereunder). To assure that all fees
      due in respect of Facilities Premises and attributable to incremental
      users are correctly calculated and timely paid, KP will maintain a drawing
      of such facilities which have incremental payments due based upon usage
      and be responsible for calculating the rents due and organizing the
      payment thereof.

      The following "sites" are currently occupied on the Thorold Tower:

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------
Company                         Contract Terms                                  Annual Revenue
----------------------------------------------------------------------------------------------
<S>                             <C>                                             <C>
Enbridge                        Contract from Nov. 1/02 onward; started at      $   10,045.00
                                ($4400+5400)/yr. & adjustable according to
                                Consumer Price Index each Nov 1st.
----------------------------------------------------------------------------------------------
Environment Canada              Contract from  Nov 20, 2003 to                  $    3,952.00
                                Jun 30 2006 (3 yrs); $3800/yr, increasing
                                4% per year after 2003
----------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------
PasWord Communications          Paid quarterly in advance                       $    5,040.00
----------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------
TeraGo Networks Inc.            Paid monthly in advance ($400.00 + GST)         $    4,800.00
----------------------------------------------------------------------------------------------
TOTAL TOWER ANNUAL RENTAL:                                                      $   23,837.00
----------------------------------------------------------------------------------------------
</TABLE>

4.8   Location of Leased Equipment

      Attached as Appendix F is a map of the Niagara Region showing the location
      of all Company owned or operated facilities, the Leased Equipment located
      thereon and any third party equipment co-located thereon, as well as any
      interconnects between the Company owned or operated facility and the PSTN,
      Internet or third party operated facility or services.

4.9   Payments

      In respect of amounts due to the Company by KP that are based on
      percentages of gross revenue collected, they shall, net of any
      distributions made by KP on the Company's behalf or other set-offs, be
      paid by KP to the Company by the 10th day of each month in respect of
      amounts actually collected by KP during the month previous. Such payments
      shall be accompanied by a reconciliation of all monies received during the
      previous month on the Company's behalf complete with a status report as to
      the state of each account.

4.10  Banking

      To assist in the collection and disbursement of funds the Company will
      facilitate or provide the required documentation to allow KP to open and
      have signing control of a new Company bank account with the Company's
      existing bank under the name of


                                                                              13
<PAGE>

      "MaxTel Wireless". KP will forward the Company's payment entitlements to
      this account under the terms specified elsewhere in this Letter Agreement.
      (If the Company changes banks, the same provision shall ensue with the
      Company's new bank, and so on.)

4.11  Office Space

      It is understood that the Company will move its business office (including
      their telephone complete with their telephone number) to 49 Hayes Rd.,
      Thorold, Ontario within 3 business days of the Company's execution of this
      Letter Agreement. KP shall, substantially contemporaneous with such move,
      arrange with the Company's existing landlord to sub-let its existing
      premises at 4100 Victoria Avenue, Vineland, Ontario provided that the
      terms and conditions do not significantly alter to the detriment of KP in
      its reasonable discretion.

4.12  Disputes

      The Company and KP will each appoint a representative to oversee the
      relationships described herein. The representatives will meet periodically
      to review, among other items, the status of each Managed Contract,
      including adherence by KP to the terms of the relevant Service Level
      Agreements, renewal possibilities and the state of the accounting.

      In the event that any disagreement arises between the parties with
      reference to this Letter Agreement or any matter arising hereunder and
      upon which the parties representatives cannot agree in a timely fashion,
      then every such disagreement shall be referred to arbitration in the
      Province of Ontario, pursuant to the provisions of the Arbitration Act
      (Ontario) as same may be modified, supplemented or revised, and in
      accordance with the laws of the Province of Ontario which shall govern,
      and the following provisions shall govern any arbitration hereunder:

            (i)   arbitration shall be binding and determinative, without rights
                  of appeal;

            (ii)  the reference to arbitration shall be to a single independent
                  arbitrator agreeable to the parties, acting reasonably, such
                  arbitrator to be agreed to within ten (10) days of the
                  decision to arbitrate a matter and such arbitrator to have the
                  technical background and/or expertise necessary to competently
                  address the issues extant;

            (iii) the arbitrator shall rule in a timely manner, unless
                  circumstances are extenuating, within thirty (30) days of
                  appointment; and

            (iv)  in making his determination, the arbitrator shall be given
                  access to and copies of such documents as he shall request.

      In the event that the provisions of this section conflict with the
      provisions of the Arbitration Act (Ontario) aforesaid, the terms hereof
      shall have precedence. In the event that the parties fail to select an
      arbitrator pursuant to the provisions of subsection (ii) above, either
      party may apply to the court of competent jurisdiction to appoint an
      arbitrator, a decision from which there shall be no rights of appeal.

4.13  Bankruptcy or Insolvency of the Company

      In the event that the Company should become bankrupt, insolvent or
      otherwise wind-up or conclude operations KP's obligations to continue to
      pay the various debt


                                       14
<PAGE>

      holders and property holders as set out herein shall remain in effect with
      any unused balance of funds being deposited in the bank account provided
      for above or until otherwise instructed by an official responsible for the
      Company in the circumstances.

4.14  Non-Compete

      The Company agrees to not compete with, directly or indirectly, KP in its
      business of contract management and communications services provisioning
      outside of the Niagara region during the Term. KP accepts that the Company
      is involved in facilities provisioning in the Niagara region and agrees to
      not compete with, directly or indirectly, the Company in the Niagara
      region in that regard during the Term.

4.15  Asset Purchase

      KP hereby purchases from the Company by means of settlement of the
      Company's existing debt to KP (which, for greater certainty, does not
      include the debt established pursuant to section 4.4 hereof) all of the
      Company's movable assets such as, without limitation, spare parts, office
      furniture and furnishings, testing equipment, and including as
      non-exhaustively listed in Appendix G hereto. The estimated amount of the
      Company's debt to KP on September 30th, 2004 is $60,000.

4.16  Legal Advice and Conditions Precedent

      Each party shall seek its own legal advice as to the terms and conditions
      herein contained, and acknowledges having been advised to do so. The
      binding effect of this Letter Agreement is subject to KP, in its sole
      discretion, being satisfied that the secured debt holders of the Company
      have approved the terms hereof as they relate to the debt repayment plan,
      and that Wireless Age Communications Inc. has approved this agreement. KP
      can waive either or both of these conditions in writing.

4.17  Confidentiality

      During the course of this engagement, information furnished by or on
      behalf of one of us (the "Disclosing Party") to the other of us (the
      "Receiving Party") including all financial, trade, systems, services,
      techniques and processes, operational and other information, market
      analysis and projections concerning the Disclosing Party, its personnel,
      assets and operations, all documentation and any copies thereof relating
      to any of such information, whether in oral, written, graphic, electronic
      or other tangible form, shall be considered, for purposes of this
      Agreement, "Confidential Information"; provided, however, that if
      delivered orally, the Disclosing Party shall follow up such oral
      disclosure within 10 business days thereof with a written statement to the
      Receiving Party that identifies and confirms the oral disclosure to be
      confidential for such oral disclosures to be Confidential Information for
      the purposes hereof.

      The Receiving Party acknowledges that the Confidential Information is
      confidential and a valuable asset of the Disclosing Party and is and at
      all times shall remain the exclusive property of the Disclosing Party. The
      Receiving Party shall safeguard the Confidential Information as if it were
      its own confidential information and will limit the disclosure of such
      Confidential Information to its authorized personnel including employees,
      officers, directors, affiliates or representatives (including without
      limitation financial advisors, attorneys and accountants) on a
      "need-to-know" basis.


                                       15
<PAGE>

      The Receiving Party shall use the Confidential Information provided to it
      only for the purposes related to this letter of engagement unless
      otherwise approved by the Disclosing Party in writing. Forthwith upon the
      termination of this Letter Agreement howsoever the Receiving Party shall
      forthwith return to the Disclosing Party all Confidential Information and
      copies thereof provided to the Receiving Party.

      The foregoing confidentiality and nondisclosure obligations with respect
      to Confidential Information shall not apply to any portion of the
      Confidential Information (i) which is or becomes known or generally
      available to the public through no fault of the Receiving Party, or (ii)
      which is already known by the Receiving Party or its personnel at the time
      of disclosure by or on behalf of the Disclosing Party without similar
      confidentiality restrictions, or (iii) which has been or is independently
      developed by the Receiving Party or its personnel, or (iv) which is
      rightfully disclosed to the Receiving Party or its personnel by a third
      party(ies) without confidentiality restrictions, or (v) which is required
      to be disclosed by the Receiving Party pursuant to a court or
      administrative order (in which case the Receiving Party shall promptly
      inform the Disclosing Party of any such order to allow the Disclosing
      Party, at its expense, to oppose any such order). These obligations of
      confidentiality shall survive for a period of two (2) years from the
      termination date of this Letter Agreement.

4.18  Reliability of Information Received

      In acting on behalf of the Company, KP is, without independent
      investigation, entitled to rely upon the representations made to it by the
      Company or its directors, officers, employees, consultants or agents in
      respect of the Company's business, operations, personnel and the general
      business environment within which the Company operates. Subject to
      compliance with applicable laws, the Company shall keep KP fully informed
      of all material changes concerning the Company occurring during the Term
      and advise KP of any circumstances or developments which might be relevant
      to the performance of its engagement.

4.19  Independent Contractors

      This Letter Agreement shall not create or be deemed to create the
      relationship of a joint venture, partnership, employer, employee or
      association among and between KP and the Company. It is expressly
      understood and agreed that the parties herein are independent contractors
      of the other for any and all purposes.

4.20  Non-Disclosure

      Neither KP nor the Company will make or issue any public disclosure or
      announcement relating to this Letter Agreement or the transactions
      contemplated hereby except with the prior written approval of the other
      party (not to be unreasonably withheld) or as required by law.

4.21  Non Assignability

      Neither party shall assign this Letter Agreement or any right, interest or
      benefit accruing to it hereunder without the prior written consent of the
      other party, save KP's right to assign this Letter Agreement (in whole or
      in part) to Wireless Age Communications Inc. or a party designated by
      Wireless Age Communications Inc. The rights, benefits and obligations
      contained in this letter of engagement shall bind


                                       16
<PAGE>

      and inure to the benefit of the successors and permitted assigns of each
      of KP and the Company.

4.22  Governing Law

      This Letter Agreement shall be construed in accordance with and governed
      by the laws of the Province of Ontario and the federal laws of Canada
      applicable therein.

4.23  Entire Agreement

      This Letter Agreement constitutes the entire agreement between the parties
      hereto pertaining to the subject matter hereof and supersedes all prior
      contracts, agreements and understandings between the parties in connection
      therewith. There are no oral warranties, representations or other
      agreements between the parties in connection with the subject matter
      hereof, except as specifically set forth or referred to herein. No
      modification, amendment, alteration, waiver or termination of this
      engagement shall be binding unless executed in writing by the parties
      hereto.

4.24  Severability

      If any particular term, condition or other provision of this Letter
      Agreement shall be found void, voidable or unenforceable for any reason
      whatsoever in a particular jurisdiction, then such term, condition or
      other provision shall be deemed severed from the remainder of this letter
      in that jurisdiction and all other terms, conditions and other provisions
      hereof shall remain in full force and effect.

4.25  Notices

      Any notice required or permitted to be given hereunder shall be in writing
      and shall deemed to be effectively given if (i) hand-delivered, or (ii)
      sent by prepaid registered mail, in the case of notice to KP, if addressed
      to it care of the President at 4100 Victoria Ave., Vineland, Ontario and
      in the case of notice to the Company, if addressed to it care of the
      President at 49 Hayes Road, Thorold, Ontario. Any notice so given is
      deemed conclusively to have been given and received when so hand-
      delivered or on the 4th day following the sending thereof by prepaid
      registered mail. Any party hereto may change any particulars of its
      address for notice by notice to the others in the manner aforesaid. Actual
      notice, howsoever delivered, shall constitute notice as well.

4.26  Further Assurances.

      The parties hereto shall, with reasonable diligence, do all such acts and
      things and provide all such reasonable assurances as may be required to
      further and to consummate the transactions contemplated hereby, and each
      party hereto shall provide such further documents or instruments as may be
      reasonably necessary or desirable to effect the purposes of this Letter
      Agreement

************************************


                                                                              17
<PAGE>


KNOWLTON PASS ELECTRONICS INC.

Per:
    ----------------------------------------

Agreed this 1st day of October, 2004.


MAXTEL WIRELESS INC.


PER:
    ----------------------------------------
        Tom Letourneau, President & CEO


PER:
    ----------------------------------------
        Pat Gray, VP Marketing


                                                                              18