Exhibit 10.13

                       AUTHORIZED SUBCONTRACTOR AGREEMENT

     THIS  AGREEMENT ("Agreement"), entered into this 28th day of February, 2003
(the  "Effective  Date"),  by  and  between  American  Connection. LLC, having a
business  office  and  address  at  5601  North  Powerline Road, Suite 107, Fort
Lauderdale, Florida 33309 ("ACL"), and FTS Apparel, Inc. DBA FTS Wireless having
its  principal  place  of  business  at  12014  Anderson  Rd.  Tampa,  Florida
33625("Subcontractor").

                                    RECITALS

     A.     ACL  is  authorized  to  solicit  subscriptions  for  wireless
communications  services  (the  "Service"  or  the "Services") and sell wireless
devices  and  accessories ("Equipment") in specific geographic areas pursuant to
arrangements  with its affiliate companies and various facilities based wireless
communications  service  providers,  which  include Nextel, T-Mobile, Sprint and
AT&T  ("Service  Provider"  or  "Service  Providers").

     B.     ACL  and  Subcontractor desire to enter into an Agreement to provide
for  ACL's  engagement  of  Subcontractor  to  assist in ACL's representation of
Service Provider on a non-exclusive basis for the solicitation of orders for the
Services from end-user customers (the "Subscribers") on the terms and conditions
set  forth  herein.

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
and  agreements contained herein, and other good and valuable consideration, the
receipt  and  sufficiency  of  which  are  hereby  acknowledged,  the parties do
contract  and  agree  as  follows:

1.     SCOPE  OF  ENGAGEMENT

1.1     Non-Exclusive  Relationship:  ACL  does  hereby  agree  to  engage
Subcontractor,  and  Subcontractor  does  hereby agree to accept engagement with
ACL,  as  a non-exclusive sales representative to sell the Services specifically
designated  in  Exhibit  A.  Subcontractor  acknowledges and agrees that ACL may
engage  any  other  Subcontractors  (both  within  and  without  Subcontractor's
geographic  area)  which  ACL  desires to sell the Services and/or Equipment and
that  ACL and/or such other Subcontractors may and likely shall compete directly
or  indirectly  with  Subcontractor.

1.2     Independent  Contractor:  In  performing its responsibilities hereunder,
Subcontractor  is  acting  as  an  independent contractor, and nothing contained
herein  shall  be  construed  to create a partnership, agency, joint venture, or
employer/employee  relationship  between  the  parties.  Subcontractor  has  no
authority  to  assume  or  create  any  obligation or responsibility, express or
implied,  on  behalf  of ACL or to otherwise legally bind ACL, unless and except
to  the  extent,  if  any,  specifically  designated herein.  Each party to this
Agreement shall be responsible for: its own social security, withholding, and/or
any  and  all other applicable tax obligations; any and all expenses incurred in
the  operation  of  its  business; and the establishment of its employee working
hours  and  other  conditions  of employment.   Subcontractor shall promptly pay
when  due,  all taxes and assessments against any real or personal property used
in  connection  with  Subcontractor's business, and all liens or encumbrances of
every kind or character created or placed upon or against any such property, and
all  accounts  and other indebtedness of every kind incurred by Subcontractor in
the  conduct  of  its  business.
1.3     Subcontractor  shall  comply, at its own expense, with the provisions of
all applicable municipal requirements,  the state and federal laws and executive
orders  applicable  to  Subcontractor  as  an  employer,  and  any and all other
applicable  laws, requirements, FCC and other administrative rules, regulations,
tariffs,  and  any  rules  of  other  governmental  bodies  applicable  to
Subcontractor's  business.

1.4     Term.  The  term  of this Agreement is five (5) years, unless terminated
sooner  as  permitted in this Agreement. This Agreement automatically renews for
successive  five-year  terms  unless  either party gives the other party written
notice  of  non-renewal  at  least  sixty (60) days before the anniversary date.

1.5     Territory. As of the Effective Date, Subcontractor may solicit orders in
the  geographic  area  set  forth  in  EXHIBIT  A  (the  "Territory").
                                       ----------

1.6     Limited  Engagement.  Subcontractor's  engagement  is  limited  to  the
solicitation  of  orders  for  the Services.  Service Provider may add or delete
Services  in  its  discretion  without  notice  to  Subcontractor.

1.7     Reserved  Accounts.  Subcontractor  is  not  authorized  to call upon or
solicit  orders  from  the  reserved accounts of Service Provider (the "Reserved
Accounts")  as determined by Service Provider from time to time, without Service
Provider  and  ACL's  prior  written  approval.  ACL shall provide a list of the
Reserved  Accounts  and  furnish  updates  of  the  list.

1.8     Service  Provider  Designation  and use of Marks: Subcontractor will not
represent  itself as an authorized representative of Service Provider or use its
trademarks  unless  and  until  it  is  approved  and  authorized to do so under
separate  agreement  with  the Service Provider. Subcontractor acknowledges that
such  authorization  does  not transfer any ownership, rights or interest in the
trademarks  other than those, if any, expressly granted by the Service Provider.
Subcontractor  will  abide by Service Provider's rules and regulation concerning
usage of the trademarks.  Any violation of the foregoing provision constitutes a
material  breach of this Agreement and will subject Subcontractor to any and all
legal and equitable remedies available including, but not limited to, injunctive
relief,  as  well  as  attorney's  fees  and  cost  of  litigation.

2     PERFORMANCE  BY  SUBCONTRACTOR

2.1     Subcontractor  agrees  that  the  terms and conditions of this Agreement
shall  be  supplemented  by ACL's and Service Provider's Policies and Procedures
that  may  be promulgated from time to time and that the Policies and Procedures
shall  be  a  part hereof and further, that Subcontractor will follow and comply
with  all such Policies and Procedures and if there is any conflict between such
Policies  and  Procedures  and the terms of this Agreement that the Policies and
Procedures  shall  govern and control.  Policies and Procedures may be issued by
ACL  or  Service  Provider  under  various forms, including, but not limited to,
Memorandums,  Marketing  Bulletins, Finance Bulletins, Fraud Bulletins, Notices,
Commission  Notices,  etc.

2.2     Subcontractor  shall use its best efforts to solicit orders for Services
at  such  prices,  terms,  and conditions as Service Provider shall specify from
time  to  time  (via  issuance  of price lists, pricing policies, or otherwise).


2.2.1     Subcontractor  has  no  authority  (other  than as may be specified by
Service  Provider  from  time  to  time)  to modify prices, terms, or conditions
unless  otherwise expressly permitted to do so by Service Provider in writing in
advance.  Subcontractor  shall  not  offer  any  hidden  discounts or rebates in
connection  with  the  sale  of  the  Services.

2.2.2     All  orders  are  subject  to  acceptance  by  Service  Provider.
Subcontractor  has no authority to approve orders on ACL's or Service Provider's
behalf.  Service  Provider  may  decline to accept, or revoke its acceptance of,
any  order  in  accordance  with  its standard business policies and procedures.

2.2.3     All orders shall be written and submitted on standard Service Provider
forms  and  agreements  supplied  to  Subcontractor  by  Service  Provider.
Subcontractor  agrees and acknowledges that it has received and will comply with
all  ACL  and  Service Provider Policies and Procedures regarding the completion
and submission of Service Provider forms and agreements.  Failure to comply with
such  Policies and Procedures may result in a chargeback of commissions, spiffs,
if  any,  and  any other monetary payments made or allegedly due to be made from
ACL  to  Subcontractor.

2.2.4     Subcontractor  shall  provide  any  requested  assistance  to  Service
Provider  in  obtaining  credit  information  about  prospective  customers.

2.2.5     Subcontractor  will  accept  only  the  types  of  identification from
subscribers pre-approved by ACL and Service Provider and will promptly remit all
deposits  it  receives from subscribers to ACL and shall maintain full, complete
and  accurate  records  of  such  identification  obtained.

2.2.6     Subcontractor  will not submit service agreements for Subscribers that
have  been  deactivated  by  any  Service Provider within the one-hundred eighty
(180)  days  prior  to  the  date  the application is submitted by Subcontractor
("Churned  Customers")

2.3     Subcontractor  may  be  assigned  a  minimum  performance  requirement
reflecting  ACL  or  Service  Provider's  reasonable  estimate  of  the business
potential  of the Territory.   The minimum performance requirement may also be a
prerequisite  to  receiving  demonstration  lines  and  residualsSome  Service
Providers  may  pay  an  Authorized  Subcontractor  a  percentage of the revenue
("residuals")  generated  by  subscribers  activated under Subcontractor's sales
tracking  code.    . The minimum performance requirement is specified in EXHIBIT
                                                                         -------
B.  The  minimum  performance requirement may be revised upon notice from ACL or
Service  Provider  at  their  discretion.

2.4     The  conduct  of  Subcontractor  shall  conform  to  the highest ethical
standards  and  shall  reflect  favorably  at  all  times  on  the good name and
reputation  of  ACL  and  Service  Provider.  Subcontractor  shall  make  no
representations  about  ACL,  Service  Provider,  the Services or the Subscriber
Equipment  other  than  those  contained  in  Service  Provider's  promotional
literature  or  otherwise authorized in writing by Service Provider through ACL.
Subcontractor shall comply with all policies and guidelines published by Service
Provider  and  ACL  from  time  to time. Subcontractor shall make no disparaging
statements of any kind whatsoever concerning or relating to ACL, its affiliates,
subsidiaries,  related  companies, members, employees, etc. or Service Provider.

2.5     Subcontractor's  personnel  shall  complete all training provided and/or
required  by  ACL and shall develop a working knowledge of all written materials
provided  by  ACL  which  ACL  in its sole discretion determines are required to
effectively  and  efficiently  demonstrate  and  market  the  Services  and  the
Subscriber  Equipment  to  end-user  Subscribers.

2.6     Subcontractor  shall  be responsible for all aspects of its marketing of
the  Services  and  the  Subscriber  Equipment  to  end-user  customers.  Said
responsibilities  shall  include,  but are not limited to, soliciting customers,
evaluating  customer  Equipment and Service needs, preparing customer contracts,
completion  of order forms, obtaining customer credit information and submitting
the completed contracts, orders and credit information received by Subcontractor
to  ACL  or  its designee.  In addition, Subcontractor is required to use and to
strictly adhere to those marketing/advertising programs, practices and operating
methods  and  procedures  that  ACL has notified Subcontractor are applicable to
Subcontractor's  Service  and  Equipment  marketing  activities.

2.7     Subcontractor  shall  be responsible for fully training customers on the
proper  use  of  the  Services and the Subscriber Equipment and taking any other
actions  reasonably  required  to  ensure  full  customer  satisfaction with the
Services,  the  Subscriber  Equipment,  ACL  and  Service  Provider.

3.     ACL'S  RESPONSIBILITIES
       -----------------------

3.1     ACL  shall timely process and activate all Subcontractor customer orders
subject to the occurrence of any events not within ACL's control.  Any delays in
processing  or  fulfillment  of  an  order  shall be brought to the attention of
Subcontractor  as  soon  as  practical.

3.2     ACL  shall  from  time  to time provide training to Subcontractor in the
marketing  and  promotion  of  the  Services  and  Equipment.

3.3     ACL  will  notify  Subcontractor  of  any  change  in  the  Policies and
Procedures  of  ACL  and  Service  Providers.

3.4     Subject  to  Subcontractor's full and complete compliance with the terms
and conditions of this Agreement, and subject to all applicable chargeback rules
(as  set  forth  herein and in Service Provider's applicable rules, regulations,
policies  and  procedures)  ACL  shall  pay  Subcontractor  sales commissions on
subscriber  account  orders  as  set  forth  in  Section  4  and  Exhibit  B.

4.     COMMISSIONS
       -----------

4.1     Provided  Subcontractor  fulfills  the  requirements  of section 2.1 and
order  is accepted and activated ("service activation") by Service Provider, and
Subcontractor  is  otherwise  in full and complete compliance with the terms and
conditions of this Agreement, Subcontractor shall be entitled to receive a sales
commission  ("commission")  at  the  rate(s)  set  forth in Exhibit B hereof and
subject to Sections 4 and 6 of this Agreement.  The applicable commission may be
adjusted  by  ACL from time to time in accordance with changes in the commission
rate  available  to  ACL  pursuant to its Agreement with Service Provider.  Such
adjustments  or  modifications shall be applicable to Subcontractor effective on
the  date  the  change  is  made effective by the Service Provider.  Commissions
shall  be calculated based on the actual commission received by ACL from Service
Provider  for  the order submitted by Subcontractor.  Subcontractor will be paid
on  the  15th  day  of  the  second  month  following  the  month of the service
activation.

4.2     Subcontractor  acknowledges  and  agrees  that  in  the  event  that  a
subscriber  account  is  deactivated  or canceled at any time during the 180 day
period  ("chargeback  period")  following  the  date  of the service activation,
Subcontractor  must  refund  to  ACL  all  monetary  payments (including but not
limited to activations commissions, spiffs, coop funds and bonuses, if any etc.)
paid  to  Subcontractor  as  consideration for Subcontractor's activation of new
subscribers  ("chargeback").  Migration  of  a  customer from a higher plan to a
lower plan may also result in a chargeback of commission if the migration occurs
at  any  time  during  the  180-day  period  following  the  date of the Service
Activation.  Commissions  and  all  other monetary payments  may also be charged
back  if  Subcontractor  fails to comply with ACL or Service Provider's Policies
and  Procedures.  Service  Provider  may change chargeback policies from time to
time  and  such  changes  shall  be applicable to Subcontractor on the date such
change(s)  is  made  effective  by  the  Service  Provider.

4.3     Subcontractor  may  dispute  any  commission  payment  in writing within
ninety  (90)  days  of  the  date  of  payment.  After  ninety  (90)  days,
Subcontractor's  dispute  is  deemed waived and the commission payment is final.
Subcontractor's  mere  submission of a dispute in writing does not automatically
entitle  Subcontractor  to  an adjustment of the commission, which shall only be
adjusted  based  on  the  decision  of  ACL  and/or  the  Service  Provider.

4.4     No commissions, spiffs, if any, or other monetary payments, will be paid
for  Churned  Customers.

4.5     ACL  disclaims  and  does  not  make  any  guaranty,  warranty  or
representation,  express or implied, as to the amount of commissions, spiffs, if
any,  or  other  monetary  payments  that  Subcontractor may earn as a result of
becoming  a  Subcontractor  for  ACL  and/or  for  Service  Provider.

4.6     ACL  is  not  liable for commissions, spiffs, if any, any other monetary
payments  and/or any portion thereof owed to any third party acting on behalf of
Subcontractor  or  pursuant  to  contracts between such party and Subcontractor.
Subcontractor  will  indemnify  and  hold  ACL  harmless from any and all claims
brought  by such third parties for the payment of any portion of commissions and
shall  be  directly  liable  to  ACL  for  all  of ACL's court costs incurred in
connection  with such claims including, but not limited to ACL's attorney's fees

4.7     Subcontractor  acknowledges that ACL in its sole discretion may withhold
payment  of commissions, spiffs, if any, and any other monetary payments under a
variety  of  circumstances  including,  but  not  limited  to, in the event that
Subcontractor stops activating subscriber accounts through ACL, if Subcontractor
has a high chargeback rate or if Subcontractor does not have a sufficient number
of service activations in the current period to cover potential chargebacks from
previous  months.

4.8     Subcontractor  will  forfeit  all  commissions,  spiffs, if any, and any
other  monetary  payments  if  Subcontractor  or persons acting on its behalf or
pursuant  to  contracts  between  such  person and Subcontractor are involved in
subscriber  fraud  or  submit  fraudulent  customer  orders  for  activation, if
Subcontractor commits any breach of this Agreement and/or if  Subscriber engages
in  any other unlawful or illegal conduct. Subcontractor shall reimburse ACL for
any  damages, fines or penalties imposed upon ACL as a result of Subcontractor's
actions and shall reimburse ACL for any and all of ACL's court costs (including,
but  not limited to ACL's attorney fees) incurred as a result of Subcontractor's
actions.  ACL  shall  chargeback  against  all  monetary  payments  due  to
Subcontractor,  all  uncollected  amounts billed to any subscriber account which
was  procured  by  or  through fraud or fraudulent means, including by the false
representation  of  identity by the end user and amounts adjusted to the account
of  an  end  user because of misrepresentations made by Subcontractor.  If there
are  insufficient  commissions  accrued  against  which  to  chargeback  such
uncollected  amounts,  Subcontractor  will  remain  liable  for such uncollected
amounts.



5.     EQUIPMENT
       ---------

5.1     All subscriber equipment ("equipment") will be purchased from ACL on the
terms  "C.O.D." A credit limit may be established by ACL in its sole discretion.

5.2     Subcontractor  will  sell,  tender and/or deliver such equipment only to
end-user  subscribers  for  services  activated  through  ACL.  Subcontractor is
strictly  prohibited from selling or reshipping equipment sold by ACL outside of
the Subcontractor's designated territory or to end-users who do not subscribe to
ACL's Services ("Transshipment). Violation of this provision shall be a material
breach of this Agreement and will subject Subcontractor to any and all legal and
equitable remedies available as well as reimbursement by Subcontractor of all of
ACL's  attorneys'  fees,  costs  and  expenses  of  litigation.

5.3     Subcontractor  is  responsible  for any and all of the costs of shipping
equipment  regardless of whether the cost is incurred in a sale to Subcontractor
or a return by Subcontractor.   ACL will ship all equipment by UPS ground track,
unless  specified  otherwise  by  Subcontractor.

5.4     For  any sale of equipment to Subcontractor, the  packing list delivered
with  the equipment will be deemed to accurately reflect the equipment delivered
to  Subcontractor  unless the Subcontractor notifies ACL, in writing, within one
business  day  of  any  delivery  any  dispute  regarding  the  packing  list.
Subcontractor's  mere  submission of a dispute in writing will not automatically
entitle Subcontractor to a determination that the packing list is inaccurate and
should  be  adjusted.  The  packing  list  will  only  be  adjusted  when  both
Subcontractor  and  ACL  both  mutually  agree that there is an error warranting
adjustment.

5.5     Equipment  is  not  returnable  unless  it is defective and the original
supplier  or  Service  Provider  will  accept  its return.  Returns of defective
equipment  are  subject  to  ACL, manufacturer, supplier and/or Service Provider
requirements  including,  but  not  limited  to,  supplying  sales receipts; the
original  packaging, manuals and accessories in their original condition; and/or
other requirements.  The foregoing notwithstanding, "special order" equipment is
not  returnable  to  ACL  nor  will  ACL  assist  Subcontractor in returning any
"special  order"  equipment  to  a  Service  Provider  or  supplier.

5.6     The  only  warranty,  except  for  warranty  of title, provided with any
Equipment  purchased  hereunder  is  the  manufacturer's  Limited Warranty.  Any
change,  alteration,  modification  or  amendment to the manufacturer's warranty
granted  by Subcontractor to a subscriber will be the sole responsibility of the
Subcontractor.  Any costs, administrative, legal or otherwise connected with any
additional  warranty  must  be  borne by the Subcontractor and the Subcontractor
hereby  agrees  to  hold  ACL  harmless  and  indemnify  ACL  for any such costs
including,  but  not  limited  to, all of ACL's court costs including attorney's
fees.  Subcontractor  agrees  it will seek relief exclusively under any warranty
provisions  from  the  manufacturer  and  not  ACL.

5.7     ACL  disclaims  all  warranties  on  Equipment  and  Services  furnished
hereunder  including  without  limitation,  all  implied  warranties  of
merchantability  and  fitness  for  a particular purpose and any other warranty,
express  or  implied,  except  for  warranty of title with respect to Equipment.

5.8     In  no  event will ACL be liable to Subcontractor or any other person or
party  purchasing from Subcontractor or using the equipment or services for loss
of  time,  inconvenience,  loss  of  use  of the Equipment or Services, property
damage  and/or personal injury caused by equipment or any failure thereof or for
any other indirect, special reliance, incidental or consequential loss or damage
arising  out  of this Agreement or from any obligation hereunder or from the use
or performance of the equipment or services, whether in an action arising out of
alleged  breach  of  warranty (except as regards statutory rights to damages, if
any, relating to the manufacturer's warranty) alleged breach of contract, delay,
negligence,  strict  tort  liability,  patent  or  copyright  infringement  or
otherwise.  In any event, ACL's total liability is limited to the price actually
paid for the equipment from which the claims arise.  This paragraph will survive
the  termination  or  expiration  of  this  Agreement.

6.     CHARGEBACK  &  EQUIPMENT  BALANCE  OFFSETS

6.1     Chargebacks,  equipment  balances and demonstration line charges will be
deducted  directly  from  the credit balance of any Commissions, spiffs, if any,
Coop  Funds  and/or  any  other  monetary  payments  specifically  here  owed to
Subcontractor by ACL pursuant to this or any other Agreement between the parties
and  their  affiliates.  If  Subcontractor  does  not  have  a sufficient credit
balance  to  permit  a  set  off  as described above, Subcontractor will pay the
amount due within 10 days of receiving a balance due notice. If ACL is forced to
take  legal  action to enforce its rights hereunder, Subcontractor agrees to pay
ACL's  reasonable  attorney's  fees, court costs, and other costs of collections
incurred  in  connection  with  such  enforcement.

6.2     ACL  shall  reconcile  on  a  periodic  basis  the credits and debits to
Subcontractor's  commission  account  that  result  from  (i)  the  dollar value
difference  between  orders  transmitted  by  Subcontractor and orders for which
payment  is  actually  received  by  ACL and (ii) any returns, refunds, credits,
chargebacks,  overpayments,  reimbursements, or other deductions or offsets made
in  connection  with orders on which Subcontractor received a commission, spiff,
if  any,  or  any other monetary payment; PROVIDED, HOWEVER, THAT NO COMMISSION,
SPIFF,  IF  ANY,  OR  OTHER  MONETARY PAYMENT FROM ACL TO SUBCONTRACTOR SHALL BE
FINAL UNTIL SUCH TIME AS BOTH (1) ACL SHALL HAVE RECEIVED ITS COMMISSION, SPIFF,
IF  ANY,  OR  OTHER  RELATED  MONETARY  PAYMENT  FROM  SERVICE  PROVIDER  ON
SUBCONTRACTOR'S  SALES  AND  (2)  SUCH  SUBCONTRACTOR  SALES  SHALL NO LONGER BE
SUBJECT  TO  ANY  RETURN,  REFUND,  CREDIT,  CHARGEBACK, REIMBURSEMENT, OR OTHER
DEDUCTION  OR  OFFSET THAT WOULD IN EFFECT REDUCE THE COMMISSION, SPIFF, IF ANY,
OR  OTHER  RELATED MONETARY PAYMENT PAID BY SERVICE PROVIDER TO ACL WITH RESPECT
TO  SUCH  SUBCONTRACTOR  SALES.

7.     TERMINATION

7.1     BASIS  FOR  TERMINATION.  This  Agreement  may  be  terminated  in  the
        ------------------------
following  manner:

7.1.1     By  mutual  agreement  of  ACL  and  Subcontractor;

7.1.2     By  ACL  without  notice  to Subcontractor, for "cause" which shall be
defined  as  (i) conduct amounting to fraud or dishonesty against ACL or Service
Provider,  or (ii) commission of a crime, or (iii) conduct which brings dishonor
to  ACL  or  Service  Provider,  or  (iv)  failure  for any reason to follow the
policies  or  guidelines  of  ACL  or  Service  Provider,  or  (v) breach of the
provisions  of  this  Agreement  or (vi) any voluntary or involuntary filing for
bankruptcy, reorganization or other debtor relief, insolvency, or assignment for
the benefit of creditors, or (vii) failure to continue day-to-day operations, or
(viii)  any  material  change  in  ownership or control of Subcontractor or (ix)
failure to meet minimum performance requirements as described in Section 2.3 and
Exhibit  B,  (x)  any other conduct, omission or statement by Subcontactor which
ACL,  in  its  sole discretion, deems to be adverse to the interests of ACL, its
subsidiaries,  affiliates  and  related  companies.

7.1.3     Subcontractor  has  the right to terminate this Agreement if ACL is in
material  breach  of  its  obligations  hereunder  and fails to cure such breach
within  60  days  after  written  notice  thereof  is  delivered  to  ACL.  The
termination  will  be  effective  at  the  end  of  the  60-day  period.

7.2     Upon  termination of Subcontractor's engagement for whatever reason, (i)
ACL shall have no further obligation to Subcontractor except to pay, one hundred
and eighty (180) days after the date of the last service activation, any accrued
but unpaid commissions, spiffs, if any, etc.  Notwithstanding the foregoing, ACL
shall have no obligation to pay the amounts described in this Section unless and
until  all  damages,  expenses,  costs  (including,  but  not  limited to, ACL's
attorney's fees) or liabilities relating to the event giving rise to termination
(if any) incurred by ACL or Service Provider have been fully paid and satisfied.
ACL's  payment  of  such commissions, spiffs, if any, etc. is further subject to
ACL's reconciliation of all of Subcontractor's chargebacks which may be deducted
from  any  commissions, spiffs, if any, etc. owing to Subcontractor; (ii) All of
Subcontractor's  indebtedness  to  ACL  shall  be  immediately  due and payable.

7.3     Upon request of ACL and in all events upon termination of this Agreement
for  any  reason,  Subcontractor shall return to ACL or its designee any and all
property  in  whatever form in the possession or control of Subcontractor or its
personnel  concerning  or  relating to ACL, Service Provider, or this Agreement,
including  but  not  limited  to  any  point  of  sale  inventory, demonstration
equipment,  information  containing Trade Secrets or Proprietary Information (as
those  terms  are defined at Section 8 hereof), sales literature, and such other
materials  as  ACL  may  request.

7.4     In  addition  to any other responsibility or obligation set forth in any
other  provision  of  this  Agreement that by its nature or terms shall continue
beyond  the  period  of  this  Agreement,  Subcontractor  shall immediately upon
termination  or  non-renewal of this Agreement:  (a) cease holding itself out or
in  any  other  manner representing itself to others as affiliated or associated
with  ACL  or  Service Provider; (b) return to ACL or destroy, at ACL's request,
any  and  all  signs, order forms, price lists, stationary or other materials or
documents  supplied by ACL or with the name of ACL or Service Provider imprinted
thereon;  (c) notify and arrange for all publishers and others who may identify,
list,  or publish Subcontractor's name as a source for sales of the Services and
Subscriber  Equipment  to  cease  doing  so; and (d) take such other and further
actions and steps and/or execute such other documents as ACL deems necessary and
appropriate  under  the  circumstances.

8     NON-DISCLOSURE  OF  PROPRIETARY  INFORMATION

8.1     Subcontractor  acknowledges  that  during  the term of its engagement it
will  become  acquainted  with  certain  proprietary  information  ("Proprietary
Information")  of  ACL  and/or  Service Provider, including ACL's and/or Service
Provider's  Trade  Secrets  (as  hereinafter defined) and other confidential and
commercially  sensitive  information  the  secrecy  of which is valued by ACL or
Service  Provider.

8.2     The  term  "Trade  Secret"  as  used  in  this  Agreement shall have the
following  definition:  information,  without regard to form, including, but not
limited  to,  technical or non-technical data, formulae, patterns, compilations,
programs,  devices,  methods,  techniques,  drawings, processes, financial data,
financial  plans,  product  plans,  or a list of actual or potential Subscribers
which is not commonly known by or available to the public and which information:
(i)  derives economic value, actual or potential, from not being generally known
to,  and  not being readily accessible by proper means by, other persons who can
obtain  economic  value  from  its disclosure or use, and (ii) is the subject of
efforts  that  are  reasonable  under the circumstances to maintain its secrecy.

8.3     During the period of its engagement with ACL and for a period of one (1)
year  thereafter,  Subcontractor  will  not (a) disclose Proprietary Information
and/or  such  other  information  or documents that ACL deems to be confidential
during  the course of the parties' relationship  ("Confidential Information") to
any  person or entity other than its employees who need to know such Proprietary
Information and/or Confidential Information and who personally agrees in writing
to  be  bound  by  the  terms  of  this  Section  8, or (b) use such Proprietary
Information  and/or  Confidential  Information  for  its  own benefit or for the
benefit of any other person or entity, except as specifically authorized by ACL;
provided,  however,  that  to the extent any such Proprietary Information and/or
Confidential  Information  constitutes  a  Trade  Secret,  such  restrictions on
disclosure  and  use  shall  remain in effect until such Proprietary Information
and/or  Confidential  Information  no  longer  constitutes  a  Trade  Secret.

9     AGREEMENT  NOT  TO  SOLICIT  CUSTOMERS

(a)  During  the Term and for a period of one (1) year following the termination
or expiration of its engagement with ACL for any reason, Subcontractor will not,
directly  or  indirectly,  solicit,  contact, contract with any Subscriber whose
account  was serviced by Subcontractor and/or whose cellular phone services were
activated  by  a  Service  Provider brought to Subcontractor as a result of this
Agreement  within  the twelve (12) month period immediately prior to termination
or  expiration of this Agreement, for the purpose of inducing such Subscriber to
cancel  his  existing  account  and  open  a  new  one with an alternate Service
Provider.

(b)  During  the Term and for a period of one (1) year following the termination
or expiration of its engagement with ACL for any reason, Subcontractor will not,
directly  or indirectly, in any capacity whatsoever, entice any person who is an
employee  of  ACL, its affiliates, subsidiaries and/or related companies to work
for  Subcontractor  in  any  manner,  nor  shall  Subcontractor  (directly  or
indirectly)  engage, contract with, hire or otherwise retain the services of any
person  who  is  an employee of ACL, its affiliates, subsidiaries and/or related
companies to work for Subcontractor, its members, directors, officer, employees,
subsidiaries,  affiliates  and/or  related  companies;

10.     RIGHT  TO  INJUNCTIVE  RELIEF

Subcontractor  agrees  that any breach by it of the promises and obligations set
forth  in  paragraphs  8 and/or 9 above will cause irreparable injury to ACL and
hereby  consents  and  agrees  that  in  addition  to  any  other legal remedies
available  to  ACL, ACL shall have the right to obtain injunctive relief against
the  continuation  of  the  breach of such provisions, and a decree for specific
performance  of  the  terms  of  this  Agreement.  In the event of any breach by
Subcontractor  of  the provisions of paragraphs 8 or 9 above, ACL shall have the
right  to  obtain  injunctive  relief  against  the  continuation of such breach
without  the  necessity  of  showing  any  actual  damage.

11     OWNERSHIP  OF  CUSTOMER  RECORDS

All  records  of  the  accounts  of customers of ACL or Service Provider and any
other  records  and  books  relating  in  any  manner to said customers, whether
prepared  by  Subcontractor or otherwise coming into Subcontractor's possession,
shall be and remain the exclusive property of Service Provider regardless of who
actually  prepared  the  original book or record. All books and records shall be
immediately returned to ACL by Subcontractor upon termination of this Agreement.

12     CONFIDENTIALITY  OF  RELATIONSHIP

The  parties  acknowledge  and  understand that the relationship between ACL and
Subcontractor  is a confidential one and that Subcontractor will acquire certain
information by reason of the confidentiality inherent in this relationship.  The
parties  further acknowledge and understand that ACL's business is a competitive
one and that Subcontractor's use of any information gained by Subcontractor as a
result of its engagement with ACL to compete with ACL would substantially damage
ACL.  For  these reasons, the parties understand and agree that the restrictions
set  forth  in  this Agreement are reasonable and necessary to the protection of
ACL's  business  and  its  customers.

13     MISCELLANEOUS

13.1     Subcontractor  may  not  assign  this  Agreement  without ACL's express
written  permission,  which  will  be  given  or  withheld  in  ACL's  absolute
discretion.  A  material  change in the control or ownership of subcontractor is
an  assignment  under  this  Agreement.  Any  assignment  in  violation  of this
Agreement  renders  the Agreement immediately void and does not convey any right
or  interest.

13.2     ACL  may  assign this Agreement to an affiliate or to an entity related
to  ACL  by  common     ownership, merger, consolidation, or transfer of assets.

13.3     This  Agreement along with the Exhibits attached hereto, constitute the
entire  agreement  between  the  parties  concerning  the subject matter hereof,
superseding  all  previous  agreements,  proposals,  representations,  or
understandings,  whether  oral  or  written.  Except  to the extent as otherwise
provided  for  herein,  any  and  all  modifications  and/or  amendments of this
Agreement  must  be  in  writing  and  signed  by  both  parties.

13.4          No  delay  or  failure  by  either  party to exercise any right or
remedy  hereunder  shall be held to constitute a waiver of such right or remedy.

13.5          A  determination that any section or sub-section of this Agreement
is  invalid in whole or in part shall not affect the enforceability of any other
section  or  sub-section  or  the  Agreement  as  a  whole.

13.6          Subcontractor  shall  create,  maintain  and preserve the types of
books  and  business  records  pertaining  to  its marketing of the Services and
Equipment  which  good  business practice would dictate under the circumstances.
ACL  shall  have  the  right  at  all  reasonable times to enter Subcontractor's
premises  and to copy, take possession of, or audit any of Subcontractor's books
and  records  which pertain to Subcontractor's marketing of the Services and the
Subscriber  Equipment  and/or otherwise require Subcontractor to provide ACL, on
demand, with such books, business records and other documents which ACL requires
in  order  to  conduct  an  audit  of  Subcontractor's  books  and  records

13.7     Subcontractor shall not be permitted to take indirectly, or through any
corporate or other device, any action that would be prohibited by this Agreement
if  Subcontractor  were  to  take  such  action  directly.

13.8     ACL  shall in no event be liable to Subcontractor for special, indirect
or  consequential  damages  of  any  kind,  whether  as  a  result  of a loss by
Subcontractor  of  present  or  prospective  profits,  anticipated  sales,
expenditures,  investments,  commitments made in connection with this Agreement,
or  on  account  of  any  other  reason  or  cause  whatsoever.

13.9     Subcontractor hereby acknowledge and agrees that it shall indemnify and
hold  harmless  ACL,  its  subsidiaries, affiliates, related companies, members,
employees,  principals,  officers, directors, managers and other representatives
(the  "ACL  Indemnitees") from and against any liability, claim or claims, loss,
cost,  damage,  injury  or  expense,  including  but  not  limited to reasonable
attorneys'  fees  and court costs, imposed upon, incurred or suffered by the ACL
Indemnitees  as  a  result  of  or  from  any  (i)  breach  and/or  failure  of
Subcontractor  to  perform  any  one  or  more  of  its  obligations  under this
Agreement; (ii) any act or omission by Subcontractor causing or resulting in any
damages  whatsoever to the ACL Indemnitees; and (iii) any third party claim made
against the ACL Indemnitees arising from and/or relating to Subcontractor's acts
and/or  omissions.  This  provision  shall  survive  the  termination  of  this
Agreement.  Such  indemnity  shall  include  all  amounts  (including,  without
limitation, judgments, fines, settlement payments, expenses and attorneys' fees)
incurred  or paid by the ACL Indemnitees in connection with Subcontractor's acts
or  omissions.

13.10     This Agreement shall be interpreted in accordance with, and the rights
of  the parties hereto shall be determined by, the laws of the State of New York
without  giving  consideration  to the choice-of-law rules.  The parties to this
Agreement  agree  that  any  controversy,  dispute  or  claim  arising  out  of,
concerning,  referring  to  or  related  to  this  Agreement (including, but not
limited to, any exhibits, addendums and/or future written modifications, if any,
to  this  Agreement)  or  the  breach  thereof,  shall  be settled by a court of
competent  jurisdiction  within  New  York  County,  State  of  New  York.

13.11     Each  party  represents to the other that it has complete authority to
enter into this Agreement and that the individual(s) signing this Agreement have
the  authority  to  sign  this  Agreement  on each party's behalf, respectively.

13.12     Subcontractor  represents  and  warrants  to ACL that the execution of
this  Agreement  and  the  performance  of  this Agreement does not and will not
violate  any  other contract or obligation to which Subcontractor, and/or any of
its  principals,  employees, agents and/or representatives is a party, including
any applicable dealer agreements, non-competition or confidentiality agreements.

13.13     Subcontractor  must  be  insured by an insurance company with a Best's
rating  of  A  VII  or  better  under  comprehensive general liability insurance
policies  against  claims for bodily  and personal injury, death and/or property
damage  caused  by  or  occurring  in  conjunction  with  the  operation  of
Subcontractor's  business.  ACL must be named as an additional insured under the
policy.  Upon request, Subcontractor will provide ACL with a certificate of such
insurance  confirming  the  issuance  of such policy and that ACL is named as an
additional  insured  under  such  policy.


<PAGE>
13.14     GUARANTOR HEREBY UNCONDITIONALLY AND IRREVOCABLY GUARANTEES AND AGREES
TO  BE  THE  UNCONDITIONAL  AND  IRREVOCABLE  SURETY  FOR  THE FULL AND COMPLETE
PERFORMANCE  OF  EACH AND EVERY OBLIGATION OF SUBCONTRACTOR UNDER THIS AGREEMENT
AND  ANY  AMENDMENT  OR  MODIFICATIONS  HERETO  AND  TO BE BOUND BY ACL'S AND/OR
SERVICE  PROVIDER'S  RULES,  REGULATIONS, POLICIES AND PROCEDURES, REGARDLESS OF
WHEN  SUCH  OBLIGATION(S) MAY ARISE OR BE IMPOSED, AND HEREBY WAIVES ANY AND ALL
RIGHTS  REGARDING  PRIOR  PRESENTMENT, DEMAND AND/OR NOTICE FROM OR TO ANY PARTY
AND  WAIVES  ALL DEFENSES WHETHER EXISTING  OR HEREAFTER ARISING, INCLUDING, BUT
NOT LIMITED TO, BREACH OF THE COVENANT OF GOOD FAITH AND FAIR DEALING. GUARANTOR
HAS A MONETARY AND/OR PROPRIETARY INTEREST IN THE SUCCESS OF THE BUSINESS OF THE
SUBCONTRACTOR  AND HAS PROVIDED THIS GUARANTY TO ACL AS AN INDUCEMENT FOR ACL TO
ENTER  INTO  THE  AGREEMENT.  THE  PARTIES  NEGOTIATED FOR AND ENTERED INTO THIS
SECTION  13.14  SEPARATELY  AND  EACH  PARTY  HAS  RECEIVED  GOOD  AND  VALUABLE
CONSIDERATION  FOR  IT.


IN  WITNESS  WHEREOF, the parties have executed this Agreement on the date first
written  above.

SUBCONTRACTOR     ACL:
    /s/ Scott Gallagher      /s/ Alan Boss
   --------------------      ----------------
By:  Scott  Gallagher     By:   Alan  Boss

Name:  Scott  Gallagher     Name:  Alan  Boss

Title:  CEO     Title:  President


                                    EXHIBIT A
                                    ---------


ACL  authorizes and Subcontractor agrees to sell the following wireless services
in  the  following  territories  subject  to  the  terms  and conditions of this
Agreement:


                          WIRELESS SERVICES & TERRITORY
                          -----------------------------


   SERVICE PROVIDER     TERRITORYFOOT2TERRITORY: ACL IS NOT OBLIGATED UNDER THIS
                                      ---------
   AGREEMENT TO COMPENSATE SUBCONTRACTOR FOR SIGNING UP SUBSCRIBERS OUTSIDE THE
     DESIGNATED GEOGRAPHIC TERRITORY.  THE TERRITORY MAY BE MODIFIED BY ACL IF
        SERVICE PROVIDER MODIFIES ACL'S TERRITORY IN A MANNER THAT AFFECTS
SUBCONTRACTOR'S  TERRITORY,  AND  ONLY  TO  THE  EXTENT  OF  SUCH  MODIFICATION.
INITIAL  HERE
    ---------



     State  of  Florida     SG  Subcontractor
          AB  ACL
NEXTEL  COMMUNICATIONS
----------------------

     State  of  Florida     SG  Subcontractor
          AB  ACL
T-MOBILE  SERVICES
------------------


<PAGE>

SG
--
SUBCONTRACTOR

AB
--
ACL
INITIAL  HERE

SG
--
SUBCONTRACTOR

AB
--
ACL