Exhibit 10.11

                   Memorandum  of  Understanding  and  Agreement
                                       Between
                                 Malsha  Imports,  Inc.
                                         and
                                   Authorized  Dealer


This  Memorandum  of Understanding is entered into as of this date, the 28TH day
of  February,2003,  between  Malsha  Imports,  Inc.,  (hereinafter  "Two  Step
Distributor")  with  Offices  at  80 Suffolk Court, Hauppauge, NY, 11788 and FTS
Apparel,  Inc.  DBA  FTS  Wireless  (hereinafter  "Dealer")  to  memorialize the
responsibilities  and  agreement  between  the  undersigned  parties.  Dealer
represents  that  it  has  its principal Offices/Location at 12014 Anderson Rd.,
Tampa,  Florida. Dealer also has additional locations which are set forth in the
Addendum annexed hereto, entitled "Locations" and made a part hereof, and Dealer
agrees  that  all  locations  including  the  above mentioned location and those
listed in the Addendum entitled "Locations" will comply with all aspects of this
agreement.

A.       Dealer  shall  use  commercially reasonable efforts to promote and sell
Sprint  Spectrum  L.P.,  a  Delaware  limited  partnership  (doing  business and
referred  to  as  "Sprint  PCS")  products  and  services  to  consumer or small
business  endusers,  Sprint  PCS  phones  in  the  Sprint  PCS  Territory.

B.       Dealer  shall  provide  mutually  acceptable  reasonable display space,
subject  to  space  limitations  for
         the  Sprint  PCS  products  and descriptions of the services within the
Dealer's  retail  location,  and

                  (i)      use  its  best  efforts  to  promote  the sale of the
products  in  the  Territory;
                  (ii)     permit Two Step Distributor to review all of Dealer's
promotion  and  advertising
                           material  for  the  products  prior  to  use;
                  (iii)    not  use and shall withdraw and retract any promotion
or  advertising  that  Two
                           Step Distributor finds unsuitable, or is in breach of
the  terms  of  this  Agreement;
                           and
                  (iv)     Execute  Exhibit  "A"  hereto,  the  Sprint Trademark
License  Agreement.

C.       Dealer  shall  maintain  a marketing function that is fully informed on
all products and services information that may be issued by Sprint PCS from time
to  time  and  that  disseminates  such information accurately and adequately to
prospective  end-user  customers  in  the  Territory.

D.       Dealer  shall  use  commercially  reasonable efforts to ensure that all
end-user  customer  questions  are answered appropriately or that the respective
end-user  customer  is  provided the toll-free number of the Sprint PCS customer
service  department.

E.       Dealer  shall  abide  by all the rules and regulations issued by Sprint
PCS  and/or  provided  by  Two  Step  Distributor  to  Dealer  from time to time
regarding  promotion  or  sales  activities  with  regard to the Products or the
Service.

F.       Dealer  shall  comply  with  all  federal, state and local laws, rules,
regulations  and  ordinances  applicable  to  Dealer's  business  and  Dealer's
performance  of  its  obligations  hereunder.

G.       Dealer  shall  perform  all  its  obligations under this Agreement in a
professional  manner and in conformity with customary practices in the industry.
Dealer  further agrees to adhere to the highest standards of honesty, integrity,
fair dealing and ethical conduct in all dealings with its customers, Sprint PCS,
government  officials,  Two  Step  Distributor and the public in connection with
this  Agreement.  Dealer  agrees  to  refrain  from  any business or advertising
practice  which  may  be injurious to the business of Sprint PCS and/or Two Step
Distributor  and  the  goodwill  associated  therewith.



Rev  06-03-03
Dealer  Initials:  SG

<PAGE>

H.     Dealer  acknowledges  that  the  manufacturers  of  the products may give
certain  warranties  regarding  the  merchantability  of  the  products or their
fitness for a particular purpose or some similar warranty. Sprint PCS and/or Two
Step  Distributor  make  no  warranties  regarding the products and disclaim any
implied  warranties,  including  warranties  of merchantability or fitness for a
particular purpose or use or non-infringement. nothing in this agreement will be
construed  as  or  is  intended  to  be a warranty by Sprint PCS and/or Two Step
Distributor.  Dealer  agrees  it  will seek relief under any warranty provisions
from  the  manufacturers  and  not  Sprint  PCS  or  Two  Step  Distributor.

I.     All  Products  offered  hereunder  are  warranted by manufacturer and all
warranties  for  such  Products  shall  be  assigned  to  Dealer  to  the extent
permissible  under  the  terms  of  such  manufacturers  warranty.

J.     The  agents  of  the  Two  Step  Distributor  are  not authorized to make
warranties binding upon Sprint PCS. Accordingly, any statements of such persons,
whether  oral  or written, do not constitute warranties and should not be relied
upon  by  Dealer.

K.     The  remedies of Dealer set forth herein are exclusive, and the liability
of  Two  Step  Distributor and/or Sprint PCS with respect to any of the Products
covered  by  or  furnished  under this Agreement, shall not, except as expressly
provided  herein,  exceed  the  return of monies paid for Products on which such
liability  is based, provided, that, this limitation of liability will not apply
to  death  or  injury  of  persons  or damage to tangible property caused by the
negligence  or  willful misconduct of Two Step Distributor and/or Sprint PCS. In
no  event  shall  Sprint  PCS and/or Two Step Distributor be liable to Dealer or
anyone  else for special, collateral, exemplary, punitive, indirect, incidental,
or  consequential damages (including, without limitation, loss of goodwill, loss
of  profits of revenues, loss of savings, loss of use, interruption of business,
and claims of customers) in connection with this agreement, whether such damages
occur prior or subsequent to, or are alleged as a result of, tortuous conduct or
breach  of  any of the provisions of this agreement, even if Sprint PCS has been
advised  of  the  possibility  of  such  damages.

L.     Dealer  shall  only  sell  equipment  provided by Two Step Distributor to
subscribers  for  end use and shall not sell or otherwise provide such Equipment
to  other  distributors,  re-sellers, or other non-Subscribers. Dealer shall not
employ  or  enter  any  agreement  to use sub-dealers. Dealer shall not sell any
restricted  promotions  or plans. Sprint PCS and Two Step Distributor shall have
the  right,  in  their sole discretion, to approve or disapprove Dealer's retail
locations.

M.     i.  Dealer  shall  permit  any  enduser customer to return Products (with
proper  proof  of  purchase)  in  accordance  with  Sprint  PCS'  and  Two  Step
Distributor's  standard  return  policy  as  designated  in this paragraph M. i.
Dealer shall return those products to Two Step Distributor.  Dealer will receive
a credit equal to the current dealer pricing for each Product returned, provided
that  (i)  the  Product  is returned with all accessories that came with it, and
(ii)  Dealer  has  furnished  such  information  as  Sprint  PCS  and  Two  Step
Distributor reasonably request to verify the timeliness of the return. No credit
will  be  given  if  the  Product  (a)  has  been abused by Dealer or an enduser
customer  including,  without  limitation,  physical  damage  or  unauthorized
alteration  or  programming,  (b)  is  not  returned  to Two Step Distributor in
accordance  with  the  Malsha  Return  Policy  (attached  herewith),  (c) is not
returned  to Two Step Distributor with all accessories that came with it, or (d)
if  the  Dealer  has  not refunded the sales price of the Product to the enduser
customer.  Notwithstanding  the  foregoing,  before  being entitled to a credit,
Dealer  must  provide  to  the Two Step Distributor a copy of the original sales
receipt and credit receipt for the Product  being returned and maintain a record
of customer satisfaction returns which Two Step Distributor  may audit. Two Step
Distributor  will  verify  Customer  Satisfaction  Returned Phones have not been
activated  for  more than 14 days. The record will identify the enduser customer
by name and address, the reason for the return, the date of the return, and such
other  information  that Two Step Distributor may reasonably request that Dealer
will  maintain  in  order  to  authenticate  the  customer  satisfaction return.



Rev  06-03-03
Dealer  Initials:  SG

<PAGE>

       ii.  All  returns  of  phones  and  accessories,  whether  defective  or
otherwise,  are to be shipped at Dealer's expense. Two Step Distributor reserves
the  right  to  use  any credit due to Dealer for said defective returns towards
future  purchases.  Any defective returns requiring cash refunds will be subject
to  a  25%  re-stocking  fee,  up  to  a  maximum  of  $50.00.

       iii.  Two  Step  Distributor  shall not be responsible for any damages or
shortfalls  in  merchandise  reported  after  48  hours  of  delivery.
       (a) Dealer must notify Two Step Distributor immediately, and in any event
within  24  hours,  of  Dealer's learning of the loss or theft of any Sprint PCS
Phones.  Dealer  will  not  sell  any  devices that are designed, advertised, or
capable of being used by the enduser, or is reasonable likely to be  used by the
enduser,  to  alter the programming of a Sprint PCS Phone or which Sprint PCS or
Two  Step  Distributor  has  designated  as  reasonably likely to be used by the
enduser  to  alter  or  modify  the  Sprint  PCS  Phone  in  an  unlawful manner
(including  changing  any  coding sequences in the  handset). Dealer will comply
with  practices and procedures adopted by Sprint PCS and/or Two Step Distributor
intended  to  counter  fraudulent  activities  involving  the  Products.

       (b)  Dealer  will  not  and  will  not  permit  its  agents, employees or
representatives  to  engage  in fraudulent activities. Two Step Distributor will
not  pay  Dealer  credits  or  compensation  for any Sprint PCS Phones for which
fraudulent  accounts  have  been  established  or  which  have been used for any
fraudulent  activities.  Two Step Distributor will have the right to charge back
to Dealer's account any amounts paid to Dealer, including, but not limited to if
it  is  determined  that  the Sprint PCS Phones for which such amounts were paid
were  used  in  any  fraudulent  activity

O.     This  agreement  will  have  a  term  length  of  three  years.

P.     Two Step Distributor may at any time immediately terminate this agreement
by  providing  written  notice of Default (such termination to be effective upon
delivery  of  such  notice).  For  purposes of this Agreement, Default means the
occurrence  of  any  of  the  following:

                 (i)      Dealer,  or  any  of  its  officers, is convicted of a
felony  or  commits  an  act  of  moral  turpitude;
                 (ii)     Any  material  breach  by  Dealer  of  any of Dealer's
obligations  under  this  Agreement;
                 (iii)    Dealer  repeatedly  performs Dealer's duties hereunder
with  gross  negligence;
                 (iv)     Dealer  engages  in  gross  misconduct that materially
injures  Sprint  PCS  and/or  Two  Step  Distributor;
                 (v)      If  Dealer  shall  be  declared insolvent or bankrupt;
                 (vi)     If  a petition is filed in any court to declare Dealer
bankrupt or for a reorganization under the Bankruptcy Law or any similar statute
and  such  petition  is  not  dismissed  in  ninety (90) days or if a Trustee in
Bankruptcy  or  a  Receiver  or  similar  entity  is  appointed  for Dealer; and
                 (vii)    Any material breach by Dealer of its fiduciary duties.

Q.     (a)  During  the  Term  of  this Agreement and for a period of six months
after  termination  of  this  agreement,  the  undersigned Dealer agrees that it
shall:  (1)  not  enter into or seek to do business with Sprint PCS, its agents,
servants  or  other "Two Step Distributor(s)" or any of its subsidiaries for any
reason,  whether  directly  or  indirectly,  or  by  any  other  means; (2) that
circumvention  of  this agreement, through such actions in any manner will cause
the  undersigned  to  be  personally liable to Two Step Distributor for damages.

       (b)  Dealer  also  recognizes  that in understanding the above agreement,
failure  to  adhere  may  result  in  breach  of this Agreement and termination.
Furthermore,  the Dealer is prohibited to request a direct agreement with Sprint
PCS.  The Dealer understands, that upon entering this agreement, it will conduct
all  of  its  Sprint  PCS activations only through Malsha's Two Step Distributor
program.


Rev  06-03-03
Dealer  Initials:  SG

<PAGE>

R.     It  is  agreed  that  violation  of  clause  "Q"  will  cause  severe and
irreparable  damage  to  Two  Step  Distributor.  In the event of any violation,
Dealer  agrees  that  Two  Step  Distributor shall be authorized and entitled to
obtain  from  any  court  of competent jurisdiction preliminary and/or permanent
injunctive  relief,  as  well  as  any  other relief permitted by applicable law
including  the payment of Two Step Distributor's reasonable attorney's fees, and
costs  and  expenses  of  suit.  Dealer agrees to waive any requirement that Two
Step  Distributor  post  bond  as  a  condition  for  obtaining any such relief.

S.     Dealer  agrees  to  indemnify  Two Step Distributor and/or Sprint PCS and
hold Two Step Distributor and/or Sprint PCS harmless from any liability, loss or
expense,  including  reasonable attorneys fees and costs of suit with respect to
any  claim  asserted by a third party against Dealer, Sprint PCS and/or Two Step
Distributor  that  arises  out  of  negligent  acts or misrepresentations of the
Dealer.

T.     Dealer  must,  during the term of this Agreement and at its sole expense,
obtain  and keep in force, the following insurance: Commercial General Liability
Coverage,  including personal injury, bodily injury, property damage, operations
hazard, independent contractor coverage, contractual liability, and products and
completed  operations  liability,  in  limits  not less than $2,000,000 for each
occurrence  (combined  single  limit).  Said  required  insurance policy must be
underwritten  by a reputable national insurer that is licensed to do business in
the  jurisdiction  where  Dealer is doing business. Dealer agrees to name Sprint
PCS  and  Two  Step Distributor as additional insureds and that, upon request of
either  Sprint  PCS  or  Two Step Distributor, certificates of insurance will be
delivered  as  soon  as  practicable.

U.     (1)  Two  Step  Distributor  shall pay all sums due less any chargebacks,
etc.,  to dealer within  sixty (60) days following the end of the month in which
said  sum  was  earned or within forty-five (45) days of receipt of payment from
Sprint  PCS,  whichever  is  later.

       (2)  Two  Step  Distributor shall make payments to Dealer as set forth in
the  schedule  annexed  hereto  as  Exhibit  "B".

       (3)  Two  Step  Distributor  reserves  the  right,  and  may  in its sole
discretion  evaluate  the dealer's monthly performance and place the dealer on a
probationary  period,  for  any  of  the  following  reasons:

                i.        Failure  to  achieve the monthly minimum quota of (10)
new  Sprint  PCS
                          activations;
                ii.       Sub-Dealing  activities;
                iii.      Improper  representation  of  Sprint  PCS products and
services;
                iv.       Demo  Line  abuse;
                v.       Excessive  Churn;  and/or
                vi.       Failure  to  attend  required  trainings;  and/or
                vii.     Failure  to purchase a minimum of six (6) phones or 50%
of  the  last  month's
                          average  activations  within  forty-five  (45)  days
preceding  the  date  of  processing
                          commissions.

       (4)      Dealer  will  be  given  a  period of 3 months to attain monthly
goals,  following  which  a  minimum  monthly  quota  of ten (10) new Sprint PCS
activations  must  be  maintained. Failure to achieve a minimum monthly quota of
ten  (10)  activations  will  result in the dealer being placed on probation for
thirty (30) days. Consequent failure to improve may result in final termination.

       In  the event a dealer is placed on thirty (30) days probation or has not
purchased/activated  phones  for  the  previous  commissionable  period - Sprint
commissions  for  that  duration  will  be  held back for the charge-back period
unless  a  satisfactory  effort,  as  determined  by  Two  Step Distributor, has



Rev  06-03-03
Dealer  Initials:  SG

<PAGE>

       been  made  in  reaching  the  minimum  required level of activations for
maintaining  approved  Sprint  PCS  retailer  status.

       Up  to  50%  of  commissions  being  held  due  to dealer being placed on
probation  may  be used by dealers towards phone purchases, subject to a minimum
of  6  phones.  Two  Step Distributor reserves the right to hold ALL commissions
against  past  dues,  charge  backs,  etc., whether from this or other carriers.

       (5)  Two  Step  Distributor  reserves  the  right,  and  may  in its sole
discretion  hold  back  making  payments  to  Dealer for the charge-back period.

       (6)  Two  Step  Distributor  reserves the right to change Dealer's terms,
including,  credit  terms,  etc.,  due  to repeated COD returns, returned checks
and/or  delays in payment by Dealer. Please note any Dealer issuing a check that
is  not  honored  for  any  reason will be charged a returned check fee of fifty
($50.00) per check, and any Dealer issuing checks that are not honored more than
one time in any twelve (12) month period would be required to pay by Money Order
or  Certified  Bank  Check  only.

       (7) Two Step Distributor shall apply commissions towards returned checks,
returned  check  fees, reshipping charges, return to stock fees or past due sums
on  the  Dealer's  account.

       (8)  Two  Step  Distributor  shall  charge  a  restocking fee of $100 per
shipment  to  any  Dealer  refusing more than one shipment within any sixty (60)
day  period.

       (9)  Two Step Distributor shall charge a relocation charge of twenty-five
($25.00)  dollars  to  Dealer  redirecting  its  packages  to  other  locations
during/trans  shipment.

       (10)  Any  order(s)  to  be  charged  to  credit card(s) will require the
cardholder's  signature within twenty-four (24) hours. Only after receipt of the
cardholder's  signature  in said twenty-four (24) hour period shall the order be
shipped. Failure to provide said signature in a timely manner will result in the
order  being  returned  to stock and a re-stocking fee of 25% up to a maximum of
$50.00  being  charged  to Dealer's account. In addition, no further credit card
orders  shall  be  accepted  and future orders shall only be on COD-money terms.

        (11)  Two  Step  Distributor  reserves  the  right,  to  place Dealer on
probation,  and/or  hold  back commissions, and only release commission payments
for  a  given  month  if  the  dealer  has purchased a minimum of six (6) phones
activated  or  no  less  than  50%  of  Dealer's  past  three  months'  average
activations,  whichever  maybe  higher within forty-five (45) days preceding the
date  of  processing  commissions.

       (12)  Commission  payments  will be released only after the aggregate sum
due  reaches  in  excess  of  two  hundred and fifty ($250.00) dollars. However,
Dealer may utilize the sums held in any given month for purchases subject to Two
Step  Distributor's  charge-back  guidelines.

V.     Two  Step  Distributor reserves the right to supplement and/or amend this
agreement  as  needed.

W.     Upon  termination  of  this Agreement, Dealer shall immediately return to
Two  Step  Distributor  all  Confidential Information in written form, including
without  limitation all brochures, advertising or promotional materials, company
reports,  client  lists,  forms,  instructional  manual,  and  the  like.

X.     This  Agreement  shall  be  governed and construed in accordance with the
laws  of  the  State  of New York. All parties hereby irrevocably consent to the
personal  jurisdiction  of the courts of the State of New York and of the United
States  of  America  sitting  in Nassau County. All parties waive any defense of
improper  venue  or  forum  non  conveniens.




Rev  06-03-03
Dealer  Initials:  SG

<PAGE>

Y.      No  delay  or  omission  by either party hereto to exercise any right of
power  occurring  upon  any  noncompliance  or  default  by the other party with
respect  to  any  of  the terms of this Agreement shall impair any such right or
power or be construed to be a waiver thereof. A waiver by either of  the parties
hereto of any of the covenants, conditions, or agreements to be performed by the
other  shall not be construed to be a waiver of any succeeding breach thereof of
any covenant, condition, or agreement herein contained. Unless stated otherwise,
all  remedies provided for in this Agreement shall be cumulative and in addition
to  and  not  in lieu of any other remedies available to either party at law, in
equity,  or  otherwise.

Z.      This  Agreement  constitutes  the  entire  Agreement  of the parties and
supersedes  all  previous  agreements  by  and  between Two Step Distributor and
Dealer  as  well  as  all  proposals,  oral  or  written,  and all negotiations,
conversations  or  discussions  heretofore  had  between  the  parties.  Dealer
represents  that  it  has  not  been induced to enter into this Agreement by any
representations  or statements, oral or written, not expressly contained herein.

AA.     This  agreement  is intended to be enforced in accordance with its terms
but  such terms shall be deemed modified as necessary so as to render them valid
and enforceable to the fullest extent  possible under New York law. In the event
any  part  of  this  Agreement  is  found  to  be void or invalid, the remaining
provisions  of this Agreement shall nevertheless remain in full force and effect
as  though  the  void  and  invalid  parts  were  deleted.

BB.     Dealer  warrants  and states that execution, delivery and performance of
this  Agreement  by Dealer  does not violate the terms of any other agreement to
which  Dealer is a party, and that Dealer is not  a party to any agreements that
may prevent Dealer from entering into this Agreement. Dealer further states that
execution  of this Agreement has been duly authorized by all requisite action of
Dealer's  directors  and  shareholders,  if  necessary.


                                                         Dealer:  FTS  APPATREL,
INC.  DBA  FTS  WIRELESS
Malsha  Imports,  Inc.                            Signature: /s/ Scott Gallagher
80  Suffolk  Court
Hauppauge,  NY  11788                                    Name:  Scott  Gallagher
                                                         Title:  CEO

                                                         Date:  2/28/2003



Rev  06-03-03
Dealer  Initials:  SG

<PAGE>
Locations  (Mandatory  Signature)


Name:  FTS  Wireless                                                  Name:

Address:12014  Anderson  Rd.                                          Address:
Tampa,  Florida  33625

Contact:  Scott  Gallagher                                            Contact:

Phone:  813-964-5420                                                  Phone:

Fax:                                                                  Fax:

Name:                                                                 Name:

Address:                                                              Address:


Contact:                                                              Contact:

Phone:                                                                Phone:

Fax:                                                                  Fax:

Name:                                                                 Name:

Address:                                                              Address:


Contact:                                                              Contact:

Phone:                                                                Phone:

Fax:                                                                  Fax:

Name:                                                                 Name:

Address:                                                              Address:


Contact:                                                              Contact:

Phone:                                                                Phone:

Fax:                                                                  Fax:


        Dealer  and Malsha hereby agree that all of the locations listed on this
page  will  comply  in  total with the Memorandum of Understanding and Agreement
between  Malsha  Imports, Inc., and Dealer dated the 28th day of February, 2003,
and  the  Sprint Trademark License Agreement. (It is mandatory to sign this even
if  dealer  has  only  one  location).


Dealer:  FTS Wireless


Signature:/s/ Scott Gallagher
          -------------------
          Scott  Gallagher




        Rev  06-03-03                                                  Dealer
Initials:SG

<PAGE>

                                                EXHIBIT  A
                                  TRADEMARK  LICENSE  AGREEMENT

This  Trademark  License Agreement (the "License Agreement") made as of February
28th,  2003  ("Effective  Date")  is  between  Sprint  Spectrum L.P., a Delaware
limited  partnership  (doing  business and referred to as "Sprint PCS"), and FTS
Apparel,  Inc  DBA  FTS  Wireless  ("Dealer")  with  offices  at

12014  Anderson  Rd.,  Tampa,  Florida,  33625

Background

A.  Dealer  has entered into an agreement ("Distribution Agreement") with MALSHA
PRODUCTS  ("Wholesaler")  under  which  Dealer  may  sell,  to consumer or small
business  endusers,  Sprint  PCS phones and related accessories (the "Products")
that  Wholesaler  purchases  from  Sprint  PCS.  Dealer may sell the Products in
Dealer's  listed retail outlets in Sprint PCS' Florida Gulf Coast market service
area  (the  "Market").

B.  Dealer  desires  to  use  the Authorized Marks, as defined below, under this
License  Agreement.

C.  Sprint  PCS  desires to grant to Dealer a limited, non-transferable license,
with  no  right  to  sub-license, to use the Authorized Marks under this License
Agreement.

NOW,  THEREFORE, in consideration of the representations, warranties, covenants,
and  agreements  contained  herein,  the  parties  agree  as  follows:

Operative  Terms

1.       Use  of  Trademarks

         1.1  General

Sprint  PCS, under a license from Sprint Communications Company L.P. ("Sprint"),
has  been  authorized  to  use  certain  trade  names, service marks, brands and
trademarks  identified  in  the  Sprint  PCS  Branding Guidelines and Sprint PCS
Retailer  Advertising  Starter Guide (the "Authorized Marks") of which Sprint is
the  owner. Under this License Agreement, Sprint PCS grants to Dealer a limited,
non-transferable  license,  with  no right to sub-license, to use the Authorized
Marks  in  the  Market.

Dealer  is  permitted  to use the Authorized Marks to sell, distribute for sale,
and promote the Products to the extent any of the Authorized Marks appear on the
Products and on promotional materials of the Products produced by Sprint PCS and
supplied  to  Dealer  by  Wholesaler  ("Marketing  Materials").  Dealer  is also
permitted  to  use  the  Authorized  Marks  in  modifications  to  the Marketing
Materials  and to create new Marketing Materials subject to Sections 1.2 and 1.3
below. Dealer is not permitted to use any of the Authorized Marks outside of the
Market  or  in  any  manner not specifically permitted in this License Agreement
without  the  prior  written  consent  of  Sprint  PCS.

Dealer  must  use  the  Authorized  Marks  only  in compliance with this License
Agreement,  the  Distribution  Agreement, the Sprint Branding Guidelines and the
Sprint  PCS Retailer Advertising Starter Guide. Dealer may not combine any other
mark,  logo  or  trade  name with the Authorized Marks without the prior written
approval  of  Sprint  PCS.

Dealer  agrees  that  the  Authorized  Marks  and  the  Marketing  Materials are
proprietary  to Sprint PCS and nothing in this License Agreement constitutes the
grant  of  a  general license for their use. Dealer acquires no right, title, or
interest  in  the  Marketing  Materials  or the Authorized Marks or the goodwill
associated  with  the  Authorized  Marks due to its use of the Authorized Marks,
other than the right to use the Authorized Marks in accordance with this License
Agreement. In accepting this License Agreement, Dealer acknowledges Sprint's and
Sprint  PCS'  rights  to the Authorized Marks, the goodwill connected therewith,
and  the  validity  of  the  Authorized  Marks.  Dealer agrees not to attack the
Authorized Marks, nor assist anyone in attacking them. Dealer further agrees not
to  make  any  application  to  register  the  Authorized  Marks, nor to use any
confusingly similar trademark, service mark, trade name or derivation during the
term  of this License Agreement and thereafter. This paragraph shall survive the
termination  of

Rev  06-03-03
Dealer  Initials:  SG

his License Agreement. Upon termination of this License Agreement, all rights of
Dealer  to use the Marketing Materials and Authorized Marks shall expire, Dealer
shall discontinue use of the Authorized Marks, and all Marketing Materials shall
be destroyed by Dealer or returned to Sprint PCS by Dealer, at the discretion of
Sprint  PCS.

         1.2  Modification  of  Marketing  Materials

Dealer  agrees  that  any  modification  or  alteration  to any of the Marketing
Materials,  or  creation  of  new  marketing materials containing the Authorized
Marks,  must  adhere  to  the Distribution Agreement, the Sprint Trademark Usage
Guidelines and the Sprint PCS Retailer Advertising Starter Guide. Prior approval
is  required  for  any  promotional  activity  or materials other than Marketing
Materials.  Dealer  must  direct requests for approval to Wholesaler, not Sprint
PCS.  Dealer  must  amend any proposed newly created marketing materials and any
proposed  modifications  to  the Marketing Materials, Products, or packaging, as
directed  by  Sprint  PCS  through  Wholesaler.

         1.3  Approvals

Following  Sprint  PCS'  receipt  of  Dealer  proposed  newly  created marketing
materials  or  proposed modification to Marketing Materials, Sprint PCS will use
reasonable  efforts  to  respond  to  materials  submitted for approval within 1
business day of receipt. Sprint PCS will respond to Wholesaler not Dealer. Prior
approval  of  any  other  materials  does  not  imply  or  suggest  that  the
advertising/materials  have  been  reviewed  and  approved  for  compliance with
applicable  state  or  federal  laws  or  regulations.

         1.4  Extensions  to  Third  Parties  Prohibited

Dealer  is  prohibited  from  extending  permission  to use any of the Marketing
Materials  or  any  of the Authorized Marks to any third party without the prior
written  approval  of  Sprint  PCS

2.  Termination

This  License  Agreement  terminates  upon  the  first to occur of the following
events: (1) the giving of written notice to Dealer of Sprint PCS' termination of
this License Agreement; (2) the expiration or early termination of the agreement
between  Sprint  PCS and Wholesaler; and (3) the expiration or early termination
of  the  Distribution  Agreement.

3.  General  Provisions

The  laws  of the State of Missouri (without regard to principles of conflict of
law)  shall  govern  the  validity  of  this  Trademark  License  Agreement, the
construction  of  its  terms, and the interpretation of the rights and duties of
the  parties.  Dealer  shall  not  assign  or  otherwise  transfer  this License
Agreement  without the prior written consent of Sprint PCS, which consent may be
withheld  in  Sprint  PCS'  sole  discretion.  Any  such  purported  assignment,
including by operation of law, shall be null, void and of no effect. Neither the
existence of this Agreement nor any term(s) hereof may be disclosed by Dealer to
any  third  party  without  Sprint  PCS'  prior  written  approval.

SPRINT  SPECTRUM  L.P.

By:
                                                         [DEALER'S  NAME]

/s/ Scott Gallagher                                        By:  Scott  Gallagher
(sign)

Name:  ______________________________                    Name:  Scott  Gallagher
(print)

Its:  ______________________________                     Its:  CEO  (title)




Rev  06-03-03
Dealer  Initials:  SG

<PAGE>

                            MALSHA  IMPORTS,  INC
                                   RETURN  POLICY

The  following  is  our  RETURN  POLICY.  Please  read it carefully. If there is
anything  that  you  do  not  understand,  please  contact  your  Sales  Rep for
clarification.

WE  WILL NOT ACCEPT ANY RETURNS WITHOUT A RETURN AUTHORIZATION AND A COPY OF THE
ORIGINAL  INVOICE  .

RETURNS  WILL  BE  SUBJECT  TO  THE  FOLLOWING  RESTRICTIONS:

   - No Returns after 1 year for Digital 2000 Accessories. All other accessories
are  subject  to  180  days.
   -  No  Returns  on  Close  Out  or  Final  Sale  Items
   - Phone Returns will be subject to the Restrictions imposed by the Individual
Carrier  in  addition to the policies listed below. If you do not have a copy of
the  Carrier  Return  Policy,  please  contact  your  Sales  Rep.
            o  VOICESTREAM
            o  SPRINT
            o  NEXTEL

        No  returns  will  be  accepted  without  the  proper  paperwork.

        PROCEDURE  FOR  RETURNS:

   1.   Customer will contact their Sales Rep to request a RETURN AUTHORIZATION.
The  following  information  must  be  provided:
            a.   The Invoice Number (a copy is requested for accessories, and is
required  for  phones)
                 Having  a copy of your original invoice available will make the
process  of  issuing  you  a  credit  much  faster.
            b.   Date  of  purchase
            c.   Description  or  Part  Number
            d.   The  IMEI,  OP  or  ESN  number  for  Phone  Return
            e.   The  activation  date  for  Phone  Return
            f.   Reason  for  the  return  for  all  Returns
            g.   Weight  of  the  box  if  a  call  tag  is  being  issued

   1.   Sales Rep will process the request and fax a copy of the approved RETURN
AUTHORIZATION  to  the  customer.  If  customer  does  not  have access to a Fax
Machine,  the  Sales  Rep  will  call  with  a  RA  number.

   2.   Customer  will  include  the  following  with  the  shipment:
            a.   The  copy  of  the  RETURN  AUTHORIZATION  or  the  RA  Number
            b.   A  COPY  OF  THE  ORIGINAL  INVOICE  (requested  for  Accessory
returns,  required  for  Phone  Returns)
            c.   The  RA  number  must be written on the outside of the shipping
box.

AGAIN, NO RETURN WILL BE ACCEPTED WITHOUT THE PROPER PAPER WORK OR WITHOUT AN RA
NUMBER

   4.   Customers  can  only  utilize  the credit once it is in the system. This
means  that the goods have been returned, checked for returnability and a credit
has  been  issued.



Rev  06-03-03
Dealer  Initials:SG


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