February 26,  2000




Paul  Hart
6  Walt  Whitman  Trail
Morristown,  NJ  07960

Dear  Paul:

     I  am  pleased to offer to you the position of Chief Executive Officer of a
subsidiary  (the "Company") of Telecom Wireless Corporation ("TWC") to be formed
for  the  purpose of acquiring the stock or assets of Internet service providers
and  competitive  local  exchange carriers and related businesses. If you become
employed  by  TWC  or by different subsidiary of the Company, the term "Company"
shall  refer  to  that  entity. The terms of your employment will be as follows:

     1.     SERVICES.  Your  duties  and responsibilities will be as assigned to
            --------
you  from  time-to-time  by  the  board  of directors of the Company or TWC or a
member  of  senior management of TWC. You agree to provide these services to the
best  of  your  ability  in  a prompt, efficient and professional manner. Unless
otherwise  agreed  in  writing  by  the  board of directors of TWC, you agree to
devote  your  full  time, attention and energies to the business of the Company.

     2.     BASE SALARY AND BONUSES.  Your annual base salary shall be $215,000,
            -----------------------
subject  to  normal  and  customary  deductions  and  withholdings,  payable in
installments  according  to  the  Company's  regular payroll schedule.  Your job
performance  will  be evaluated by the Company's board of directors and reviewed
with  you annually at about the end of each year and merit raises and/or bonuses
may be awarded in the sole discretion of the compensation committee of the board
of  directors  of  TWC  (the  "Compensation  Committee").

     3.     HIRE  DATE.  Your  hire  date  shall  be  2/26,  2000.
            ----------

     4.     STOCK  OPTIONS  AND  STOCK  BONUS.  Subject  to  applicable  legal
            ---------------------------------
requirements and the terms of TWC's 1999 Stock Option and Restricted Stock Plan,
TWC  agrees  to  grant  to you non-qualified options for the purchase of 750,000
shares  of  TWC's  common  stock, par value $.001 per share, which will vest and
become  exercisable  in  equal  installments  on  each of the first three annual
anniversary  dates  of  your  hire  date  by  the  Company.  Additionally,  upon
commencement of your employment, TWC agrees to grant to you 20,000 shares of its
common  stock  as a signing bonus. Unless registered, the shares of common stock

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February  26,  2000
Page  2


issuable  upon  exercise  of the options and the bonus shares will be restricted
under  federal  and  applicable state securities laws and subject to substantial
restrictions  on  transfer. You represent and warrant to TWC that you are a bona
fide resident of the state of New Jersey and that you are an accredited investor
as  that  term  is  defined  in  Rule  215  under  the Securities Act of 1933 as
indicated in Exhibit A attached hereto and by this reference made a part hereof.
TWC agrees to use reasonable efforts to register the bonus shares and the shares
underlying  your  stock  options  for  public  sale  on Form S-8 at the earliest
practicable  time.

     5.     PERFORMANCE  BONUS.  You  shall  also be entitled to receive bonuses
            ------------------
based on performance upon such terms and in such amounts as shall be defined and
determined  by  the  Compensation  Committee  based  upon  the  net  increase in
revenues,  profitability and cash flow of businesses acquired by the Company and
approved  by  the  mergers  and acquisitions committee appointed by the board of
directors  of  TWC.  Subject  to  satisfaction of the performance criteria, your
performance  bonus  shall  not  be  less  than the average bonus to which senior
management  of  the  Company  or  TWC  is  currently  entitled.

     6.     EMPLOYMENT AT WILL.  Your employment by the Company pursuant to this
            ------------------
letter  or  otherwise  is  "at  will"  and  is  for  no specific period of time.
Accordingly,  either  you  or  the  Company may terminate your employment by the
Company  for  any  reason  and  at  any  time on not less than ten days' written
notice.  Upon  termination  of  your employment by either of us, the Company may
immediately  relieve  you  of all duties. In the event, however, your employment
should be terminated by the Company without cause at any time prior to the third
anniversary  of  your  hire  date,  you  shall  be entitled to receive severance
compensation  based  on  your base salary as of the termination date, but not to
exceed  your  base  salary  as  of the termination date for the remainder of the
three-year  period  following  your  hire  date,  as  follows:


                                                        Number of Months
                     Period                          Severance Compensation
                     ------                          ----------------------

         Hire Date through First Anniversary Date          24 months
         Thereafter through Second Anniversary Date        18 months
         Thereafter through Third Anniversary Date         12 months

Termination  "for  cause"  shall mean, but not be limited to, termination by the
Company of your employment by reason of (i) your gross negligence, dishonesty or
fraud  with respect to the Company or others; (ii) your conviction for violation
of  any  laws  other than misdemeanors such as minor traffic violations which do
not  reflect  upon your honesty, integrity or job performance; (iii) your breach

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February  26,  2000
Page  3


of  any duty, neglect of any duty or failure to perform the services required of
you  as  provided  herein; or (iv) your breach of any material provision of this
Agreement.  The  Company  shall  be  deemed  to  have terminated your employment
without  cause  in  the  event  of: (a) your transfer or relocation to an office
located  elsewhere  than  Manhattan,  New  York  City, New York; (b) the Company
requiring  that  you report to a person other than one or more members of senior
management of TWC; (c) a substantial diminution of your responsibilities without
cause; or (d) a reduction in your base salary, but only if you promptly give the
Company  and  TWC  notice  of  the  action  deemed  to  be a termination of your
employment  without  cause  and  not less than 30 days in which to cure, and you
terminate  your employment by the Company not less than five business days after
expiration  of  the  cure  period  due  solely to the Company's failure to cure.

     7.     VACATION.  Following  the  first six months of employment, you shall
            --------
be  entitled to twenty (20) paid vacation days each year.  Vacation time must be
used  during  the  calendar year in which it accrues.  Any accrued vacation time
existing  upon termination of your employment shall be paid based upon your then
salary.

     8.     BENEFITS.  While  you  are  employed  by  the  Company, you shall be
            --------
entitled  to  participate  in  any  plans  and  benefits  generally available to
employees  of  the  Company.  Subject  to the terms of the Company's medical and
dental  plans,  including  any  waiting  period for pre-existing conditions, the
Company  will  pay  all  or  a  portion  of the premiums for you and your family
members  for medical and dental insurance.  In the event your family members are
not  eligible  to  be included in the Company's medical and dental plans at your
hire  date  due  to the terms of such plans, the Company shall reimburse you for
COBRA  medical  insurance  premiums  paid  by you until such time as your family
members  become  eligible  to  participate  in  such  plans.

     9.     EMPLOYEE MANUAL AND COMPANY POLICIES. You agree to observe and abide
            ------------------------------------
by  all  provisions  of  the  Company's  employee  manual  when  prepared and as
thereafter  amended  and  all Company policies including the prohibition against
trading  in  the  Company's  common stock, or options or other rights to acquire
that  stock, while in the possession of material non-public information relating
to  the  Company  or  other entities, and the prohibition against tipping others
about  any  such  material  non-public  information.

     10.     CONFIDENTIALITY  AGREEMENT.  You  agree, both during and after your
             --------------------------
employment by the Company, not to reveal confidential or proprietary information
or  trade  secrets  ("Confidential  Information")  owned,  used  by  or  in  the
possession  of the Company or any subsidiary or affiliate of the Company, to any
individual  or  entity.  Should  you  reveal  or threaten to reveal Confidential
Information,  you  agree  that  the Company shall be entitled, without notice to
you,  to  an injunction restraining you from disclosing Confidential Information
or  from  rendering services to any entity to which Confidential Information has
been or is threatened to be disclosed.  This right to an injunction shall not be


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February  26,  2000
Page  4


the exclusive remedy of the Company which may also seek other remedies including
damages.

     11.     ARBITRATION.  Except  as  specifically  provided  herein  to  the
             -----------
contrary,  in  the event of any differences, claims or disputed matters relating
to  or  arising  from  your  employment  by the Company, we agree to submit such
matters  to arbitration by the American Arbitration Association or its successor
in  Denver, Colorado.  Either party can invoke arbitration upon ten days' notice
to  the  other  party.  The  determination of the arbitrator shall be final and
absolute.  The  arbitrator  shall  be governed by the duly promulgated rules and
regulations  of  the  American Arbitration Association or its successor, and the
pertinent  provisions of the internal laws of the State of Colorado, relating to
arbitration.  The decision of the arbitrator may be entered in a judgment in any
court of the State of Colorado or elsewhere.  The arbitrator shall have no power
to  award  exemplary  or  punitive  damages.

      5.     MISCELLANEOUS.  (i)  This  Agreement  sets  forth  our  mutual
            -------------
understanding,  supersedes  all  prior  written  or  oral  understandings  and
agreements  and  may  be  modified  only by a writing signed by both of us; (ii)
Employee  shall  not  have the right to assign all or any portion of his rights,
duties  or  obligations under this Agreement to any other person. Subject to the
foregoing, all terms and provisions of this Agreement shall be binding upon and
inure  to  the  benefit of and be enforceable by the successors, assigns, legal
representatives,  heirs  and estates of the parties hereto; (iii) This Agreement
shall  be  governed by and construed in accordance with the internal laws of the
State of Colorado; (iv) The failure of either of us to insist in any one or more
instances  upon  performance  of any terms or conditions of this Agreement shall
not  be  construed  as a waiver of future performance of such or any other term,
covenant or condition; and (v) All notices required hereunder shall be deemed to
have  been  given when in writing upon the earlier of personal delivery or three
days  following  deposit  in  the United States mails by certified or registered
mail,  postage  prepaid,  to the party at the addresses set forth above.  Either
party  hereto,  by  notice  duly given, may change the address for the giving of
notice.

                                    Sincerely,

                                    /s/ Calvin D. Smiley

                                    Calvin  D.  Smiley,  CEO  and  President


     Accepted  and  agreed  to  this  26th  day  of February,  2000.

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February  26,  2000
Page  5



                                    /s/ Paul Hart
                                    --------------------------------------------
                                    Print  Name:  Paul  Hart



<PAGE>
                                   EXHIBIT  A

                      Definition  of  Accredited  Investor
                      ------------------------------------



Yes    No
---    --

---    -- (a) Any savings and loan association or other institution specified in
section  3(a)(5)(A)  of the Securities Act of 1933 (the "Act") whether acting in
its  individual  or fiduciary capacity; any broker or dealer registered pursuant
to  Section  15 of the Securities Exchange Act of 1934; any plan established and
maintained  by  a  state,  its  political  subdivisions,  or  any  agency  or
instrumentality of a state or its political subdivisions, for the benefit of its
employees,  if  such  plan has total assets in excess of $5,000,000; an employee
benefit  plan  within  the  meaning of Title I of the Employee Retirement Income
Security Act of 1974, if the investment decision is made by a plan fiduciary, as
defined  in  Section 3(21) of such Act, which is a savings and loan association,
or  if the employee benefit plan has total assets in excess of $5,000,000 or, if
a  self-directed plan, with investment decisions made solely by persons that are
accredited  investors;

---    -- (b)  Any  private  business  development company as defined in section
202(a)(22)  of  the  Investment  Advisers  Act  of  1940;

---    -- (c)  Any  organization  described in Section 501(c)(3) of the Internal
Revenue  Code,  corporation,  Massachusetts  or  similar  business  trust,  or
partnership,  not  formed  for  the specific purpose of acquiring the securities
offered,  with  total  assets  in  excess  of  $5,000,000;

---    -- (d)  Any director, executive officer, or general partner of the issuer
of  the securities being offered or sold, or any director, executive officer, or
general  partner  of  a  general  partner  of  that  issuer;

---    -- (e)  Any natural person whose individual net worth, or joint net worth
with  that  person's  spouse,  at  the  time of his purchase exceeds $1,000,000;

---    -- (f)  Any  natural  person  who  had  an individual income in excess of
$200,000 in each of the two most recent years or joint income with that person's
spouse  in  excess  of  $300,000  in  each  of  those years and has a reasonable
expectation  of  reaching  the  same  income  level  in  the  current  year;

---    -- (g)  Any  trust, with total assets in excess of $5,000,000, not formed
for  the specific purpose of acquiring the securities offered, whose purchase is
directed  by  a  sophisticated  person  as  described in '230.506(b)(2)(ii); and

---     -- (h)  Any  entity  in  which  all  of the equity owners are accredited
investors.

Name,  address  and  telephone  number of accountant or attorney the Company may
contact  to  confirm  accredited  investor  status: ----------------------------
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