Exhibit 10.1 Acquisition Agreement


                              ACQUISITION AGREEMENT
                              ---------------------

        Acquisition Agreement, made this 11th day of January, 2002 among:

                          INTERNATIONAL WIRELESS, INC.
                         120 Presidential Way, Suite 310
                           Woburn, Massachusetts 01801

                             a Maryland corporation

                                                                 ("Buyer")

                                      and

                                   MITIGO INC.
                         120 Presidential Way, Suite 310
                           Woburn, Massachusetts 01801

                             a Delaware corporation
                                                                 (the "Company")

                                      and

                                  KEVIN WELLS,
                                  JIM LEVINGER,
                                 TOM ANTOGNINI,
                                WALTER ANTOGNINI
                                  PAUL KRONER,
                                   RON MCLEAN,
                                NEIL SEARLS, and
                                   CATHY ROSE

                                                                 (the "Sellers")

     WHEREAS;

A.   Buyer,  directly  and through one or more  subsidiaries,  intends to engage
in the development of Internet-enabled phones and PDAs, m-commerce as a commerce
platform,  and  the  development  of  higher  speed advanced generation cellular
network  and  the  "Smart  Phone"  technology.

     B.   Company,  is  engaged  in  the  development  of  software  for
Internet-enabled  phones  and  PDAs,  to  enable  m-commerce.

C.   The  parties  hereto  deem  it to be in the  best  interest of each of them
that  Buyer  purchase 100 percent of the issued and outstanding capital stock of
the  Company, and generally succeed to the business of the Company, all pursuant
to  such  terms,  provisions  and  conditions as the parties hereto shall agree.

     NOW,  THEREFORE,  WITNESSETH, that for and in consideration of the premises
and  of  the  mutual  promises  and covenants hereinafter set forth, the parties
hereto  agree  as  follows:


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A.   PURCHASE AND PAYMENT
     --------------------

     1.   Purchase  and  Sale  of  Stock.


          1.1     Buyer  agrees  to  purchase  from Sellers and Sellers agree to
sell,  assign,  transfer  and  deliver  to  Buyer  100 percent of the issued and
outstanding  stock  of  the  Company owned by Sellers as described in Schedule A
annexed  hereto  and  made  a  part  hereof  (collectively,  the  "Stock").

          1.2     The  purchase  and  payment  for the Stock by Buyer shall take
place  at  the  time  and  in  the  manner  hereinafter  provided, and the sale,
assignment,  transfer  and delivery of the Stock by Sellers, shall take place on
the  Closing Date at the Closing as those terms are hereinafter defined, subject
to  the  fulfillment  of  the  conditions  hereinafter  provided.

     2.   Purchase Price.

          2.1     The  aggregate  purchase  price of the  Stock  (the  "Purchase
Price"),  shall  be four million three hundred ninety eight thousand (4,398,000)
shares  of  the  common  stock  of  the  Buyer  (the  "Purchase  Shares").

          2.2     An aggregate of two million nine hundred ninety-eight thousand
six  (2,998,006)  of  the Purchase Shares (the "Closing Shares"), will be issued
and  delivered  to  the  Sellers  at  the  Closing  as  described in Schedule A.

          2.3     The  remaining  one million three hundred ninety-nine thousand
nine  hundred  ninety-four  (1,399,994)  shares  (the  "Escrow  Shares") will be
separately  issued  to the Sellers in the amounts set forth in Schedule A at the
Closing  and immediately delivered to Jerry Gruenbaum, as escrow agent, pursuant
to,  and  subject  to  the  terms  of,  the  Escrow Agreement to be executed and
delivered  by  the parties at the Closing, which Escrow Agreement will be in the
form  attached as Schedule B. The Escrow Shares shall be released to the Sellers
as  follows:

          (1)     Upon  the  determination of the Company's net income for 2002,
if  the  Company's  net  income  for 2002 exceeds $419,399, each Seller shall be
immediately  entitled to the release from escrow of such number of Escrow Shares
registered in the Seller's name, rounded up to the nearest whole share, as shall
be  determined  by  (i) dividing the Company's 2002 net income by 3,275,000, and
then  (ii)  multiplying  the  resulting  quotient  by the total number of Escrow
Shares  held  in  Seller's  name.  If the Company's net income for 2002 is at or
below  $419,399,  the Escrow Shares that would otherwise have been released from
escrow  as  determined  by the formula above but for the fact that the Company's
2002  net  income  fell  below  $419,400  shall  be referred to as the "Holdover
Shares".

          (2)     Upon the  determination of the net income for 2003, if the sum
of the Net Income for 2003 and Net Income for 2002 exceeds $419,400, each Seller
shall  immediately  be  entitled  to the release from escrow of (i) the Holdover
Shares  and  (ii)  such  number  of  remaining  Escrow  Shares registered in the
Seller's  name, rounded up to the nearest whole share, as shall be determined by
(a)  dividing  the  Company's  2003  net  income  by  the  amount  determined by
subtracting  the  Company's 2002 net income from 3,275,000, (b) then multiplying
the resulting quotient by the total number of remaining Escrow Shares registered
in  Seller's  name  and  still  held  in escrow, other than the Holdover Shares.


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          2.4     The  term  net  income  as  used  in  Paragraph  2.3 above and
Paragraph  2.5  below  shall  mean  the  gross  revenues  of the Company for the
applicable  calendar  year  less  all  expenses  of  the  Company  for that year
including  Buyer's  overhead expenses allocated to the Company. Net income shall
not  include  federal  and  state income taxes on the net income of the Company.

          2.5     The  Company  will  finally  determine  its net income for the
years  2002  and  2003  within  sixty (60) days of the end of each such calendar
year.  To the extent that the Sellers are entitled under Section 2.3 to all or a
portion  of  the Escrow Shares as a result of such net income for 2002 and 2003,
the  Buyer  shall immediately direct the escrow agent holding the Escrow Shares,
in  accordance with the notice provisions of the Escrow Agreement, to deliver to
the  Sellers  all  or such portion of the Escrow Shares to which the Sellers are
then  entitled. After the net income for the calendar year 2003 has been finally
determined,  and  (ii)  all  Escrow  Shares  due  to be released from escrow and
delivered  to  Sellers  pursuant  to  Section  2.3  have  been  so  released and
delivered, the Buyer will notify the escrow agent, in accordance with the notice
provisions  of the Escrow Agreement, that all Escrow Shares remaining in escrow,
if  any, shall be delivered to the Buyer, and any further rights associated with
said  remaining  shares  by  the  Sellers  shall  forever  terminate.

B.    REPRESENTATIONS AND WARRANTIES OF BUYER
      ---------------------------------------

Buyer hereby warrants and represents to Company and Sellers that, as of the date
hereof, the following statements are true and correct:

     1.   Corporate Existence; Authority.

          The  Buyer  is a  corporation  duly organized, validly existing and in
good  standing  under  the laws of the State of Maryland, and has full corporate
power  and  authority  to  enter  into  this  Agreement and the other agreements
contemplated  by  this  Agreement to which it is a party (collectively with this
Agreement,  the "Buyer Agreements") and to perform its obligations hereunder and
thereunder.

     2.   Corporate Approval; Binding Effect

          The Buyer has obtained all necessary authorizations and approvals from
its  Board of Directors and stockholders required for the execution and delivery
of  the  Buyer  Agreements,  the  consummation  of the transactions contemplated
hereby  and  the issuance of the Purchase Shares. The Buyer Agreements have been
duly  executed  and delivered by the Buyer and each constitutes the legal, valid
and binding obligation of the Buyer, enforceable against the Buyer in accordance
with  its  terms,  except  as  enforceability  thereof  may  be  limited  by any
applicable  bankruptcy,  reorganization,  insolvency  or  other  laws  affecting
creditors'  rights  generally  or  by  general  principles  of  equity.

     3.   Non-Contravention.

          The  execution  and  delivery by the Buyer of the Buyer Agreements and
the  consummation  by  the  Buyer  of  the  transactions contemplated hereby and
thereby  will not (a) violate or conflict with any provisions of the Certificate
of  Incorporation (or similar charter document) or By-Laws of the Buyer, each as


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amended  to  date;  or  (b)  constitute  a violation of, or be in conflict with,
constitute or create a default under, or result in the creation or imposition of
any  lien  upon  any  property  of  the  Buyer  pursuant to (i) any agreement or
instrument  to  which  the  Buyer is a party or by which the Buyer or any of its
properties  is  bound or to which the Buyer or any of its properties is subject,
or (ii) any statute, judgment, decree, order, regulation or rule of any court or
governmental  authority  to  which  the  Buyer  is  subject.

     4.   Government Consents.

          NO  CONSENT,  APPROVAL  OR  AUTHORIZATION  OF,  OR  REGISTRATION,
QUALIFICATION  OR  FILING WITH, ANY GOVERNMENTAL AGENCY OR AUTHORITY IS REQUIRED
FOR  THE  EXECUTION AND DELIVERY BY THE BUYER OF THE BUYER AGREEMENTS OR FOR THE
CONSUMMATION  BY  THE  BUYER OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

     5.   Capital Structure.

          The  authorized  capital  of  the Buyer  consists of (i) fifty million
(50,000,000)  shares  of  common  stock  ,  ten  million nine hundred thirty six
thousand  one  hundred  thirty eight (10,936,138) shares of which are issued and
outstanding  on  the date hereof, exclusive of the Purchase Shares and (ii) five
million  (5,000,000)  shares  of  preferred  stock, none of which are issued and
outstanding  on the date hereof. Additionally, on the date hereof, there are (i)
outstanding  stock  purchase  warrants  to  purchase  one  million  six  hundred
sixty-four  thousand  four  hundred eighty-two (1,664,482) shares of the Buyer's
common  stock  and (ii) outstanding stock options to purchase five hundred fifty
thousand (550,000) shares of common stock. Upon consummation of the transactions
contemplated  hereby,  the Purchase Shares will be issued and outstanding, fully
paid  and  non-assessable.  Except  for the Purchase Shares, and the outstanding
shares,  options  and warrants described above, there are no commitments for the
purchase  or  sale of, and no options, warrants or other rights to subscribe for
or  purchase,  any  securities  of  the  Buyer.

     6.   Litigation.

          The Buyer is not a party to any pending or to its knowledge threatened
suit,  action,  proceeding,  prosecution  or  litigation  which might materially
adversely  affect  the  financial  condition,  business,  assets,  properties,
certificates, rights, authorities, franchises or authorizations of the Buyer, or
materially  interfere  therewith, nor to the knowledge of the Buyer is there any
threatened  or  pending governmental investigation involving the Buyer or any of
its  operations,  including  inquiries,  citations or complaints by any federal,
state or local administration or agency, which would materially adversely affect
the  financial condition, business, assets or properties of the Buyer; and there
are  no  outstanding,  existing  or pending judgments, orders, decrees, rulings,
directives,  stipulations  or  other  mandates  of  any  court  or any public or
quasi-public  agency,  body  or  official which have been in any way violated as
they relate to or affect the Buyer or any of the Buyer's properties, businesses,
operations,  affairs  or  activities.

     7.   Tax  Returns.

          All  returns  for  federal, state and other governmental income taxes,
surtaxes,  excess  profits taxes, franchise taxes, sales and use taxes, real and
personal  property  taxes and any and all other taxes to which the Buyer, or its
assets,  operations  or  income  may be subject, due as of the date hereof, have
been duly prepared and filed in good faith and all taxes shown thereon have been
paid  or  are  accrued  on  the  books  of  the  Buyer.


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     8.   Compliance  with  Law.

          To  the  best  of the Buyer's knowledge, the Buyer has complied in all
material  respects  with  and is in compliance in all material respects with all
laws,  statutes,  governmental  regulations  and  all judicial or administrative
tribunal  orders,  judgments,  writs,  injunctions,  decrees or similar commands
applicable to the Buyer or any of its properties (including, without limitation,
any  labor,  occupational health, zoning or other law, regulation or ordinance).
The Buyer has not committed, been charged with, or been under investigation with
respect to, nor does there exist, any violation of any provision of any federal,
state  or  local law or administrative regulation in respect of the Buyer or any
of  its  properties.

     9.   Infringements.

          The Buyer has never been charged with infringement or violation of any
adversely  held patent, trademark, trade name, or copyright, with claims reading
on  operations  of the Buyer or on apparatus or methods employed by the Buyer in
effecting the same, which would materially adversely affect any operation of the
Buyer,  nor  is  the  Buyer  using  or in any way making use of any confidential
information  or  trade  secrets,  of  any former employer or any present or past
employee  of  the Buyer except as a result of the acquisition of the business of
such  former  employer.

     10.  Truth  of  Representation.

          No representation by the Buyer made in this Agreement and no statement
made in any certificate or schedule furnished in connection with the transaction
herein contemplated contains or will contain any knowingly untrue statement of a
material  fact  or  knowingly  omits  or  will  omit  to state any material fact
reasonably  necessary  to make any such representation or any such statement not
misleading  to  a  prospective  purchaser  of  the  Stock.

C.   REPRESENTATIONS  AND  WARRANTIES  OF  SELLERS  AND  THE  COMPANY
     ----------------------------------------------------------------

Sellers  and  the  Company hereby warrant and represent to Buyer that, as of the
date  hereof,  the  following  statements  are  true  and  correct.

     1.   Corporate  Existence;  Authority.

          The  Company  is a corporation duly organized, validly existing and in
good  standing  under  the laws of the State of Delaware, and has full corporate
power  and  authority  to  enter  into  this  Agreement  and the other agreement
contemplated  by  this  Agreement to which it is a party (collectively with this
Agreement,  the  "Company  Agreements") and to perform its obligations hereunder
and  thereunder.

     2.   Corporate  Approval;  Binding  Effect

          The  Company  has  obtained all necessary authorizations and approvals
from  its  Board  of  Directors  and stockholders required for the execution and
delivery  of  the Company Agreements to which it is a party and the consummation
of  the transactions contemplated hereby.  This Company Agreements has been duly


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executed  and delivered by the Company and each constitutes the legal, valid and
binding obligation of the Company, enforceable against the Company in accordance
with  its  terms,  except  as  enforceability  thereof  may  be  limited  by any
applicable  bankruptcy,  reorganization,  insolvency  or  other  laws  affecting
creditors'  rights  generally  or  by  general  principles  of  equity.

     3.   Non-Contravention

          The  execution  and  delivery by the Company of the Company Agreements
and  the consummation by the Company of the transactions contemplated hereby and
thereby  will not (a) violate or conflict with any provisions of the Certificate
of  Incorporation  or  By-Laws  of  the Company, each as amended to date; or (b)
constitute  a  violation  of,  or  be  in  conflict with, constitute or create a
default  under,  or  result  in  the creation or imposition of any lien upon any
property of the Company pursuant to (i) any agreement or instrument to which the
Company  is a party or by which the Company or any of its properties is bound or
to  which  the Company or any of its properties is subject, or (ii) any statute,
judgment,  decree,  order,  regulation  or  rule  of  any  court or governmental
authority  to  which  the  Company  is  subject.

     4.   Government  Consents

          NO  CONSENT,  APPROVAL  OR  AUTHORIZATION  OF,  OR  REGISTRATION,
QUALIFICATION  OR  FILING WITH, ANY GOVERNMENTAL AGENCY OR AUTHORITY IS REQUIRED
FOR  THE  EXECUTION  AND DELIVERY BY THE COMPANY OF THIS AGREEMENT AND THE OTHER
ACQUISITION  AGREEMENTS  TO  WHICH  IT IS A PARTY OR FOR THE CONSUMMATION BY THE
COMPANY  OF  THE  TRANSACTIONS  CONTEMPLATED  HEREBY  OR  THEREBY.

     5.   Capital  Structure.

          The  authorized  capital  of  the  Company  consists of three thousand
(3,000)  shares  of common stock, two thousand nine hundred ninety-eight (2,998)
shares  of  which  are  issued and outstanding on the date hereof.  There are no
commitments  for  the  purchase  or  sale  of, and no options, warrants or other
rights  to  subscribe  for  or  purchase,  any  securities  of  the  Company.

     6.   Litigation.

          The  Company  is  not  a  party  to  any  pending  or to its knowledge
threatened  suit,  action,  proceeding,  prosecution  or  litigation which might
materially  adversely  affect  the  financial  condition,  business,  assets,
properties,  certificates,  rights, authorities, franchises or authorizations of
the  Company,  or  materially  interfere  therewith, nor to the knowledge of the
Company  is there any threatened or pending governmental investigation involving
the  Company  or  any  of  its  operations,  including  inquiries,  citations or
complaints  by any federal, state or local administration or agency, which would
materially  adversely  affect  the  financial  condition,  business,  assets  or
properties  of  the  Company;  and there are no outstanding, existing or pending
judgments,  orders, decrees, rulings, directives, stipulations or other mandates
of  any  court or any public or quasi-public agency, body or official which have
been  in  any way violated as they relate to or affect the Company or any of the
Company's  properties,  businesses,  operations,  affairs  or  activities.


<PAGE>
     7.   Tax  Returns.

          All  returns  for  federal, state and other governmental income taxes,
surtaxes,  excess  profits taxes, franchise taxes, sales and use taxes, real and
personal property taxes and any and all other taxes to which the Company, or its
assets,  operations  or  income  may be subject, due as of the date hereof, have
been duly prepared and filed in good faith and all taxes shown thereon have been
paid  or  are  accrued  on  the  books  of  the  Company.

     8.   Compliance  with  Law.

          To  the  best  of the Company's knowledge, the Company has complied in
all  material  respects  with and is in compliance in all material respects with
all  laws, statutes, governmental regulations and all judicial or administrative
tribunal  orders,  judgments,  writs,  injunctions,  decrees or similar commands
applicable  to  the  Company  or  any  of  its  properties  (including,  without
limitation,  any  labor, occupational health, zoning or other law, regulation or
ordinance).  The  Company  has  not  committed, been charged with, or been under
investigation  with  respect  to,  nor  does  there  exist, any violation of any
provision  of  any  federal,  state or local law or administrative regulation in
respect  of  the  Company  or  any  of  its  properties.

     9.   Infringements.

          The  Company  has never been charged with infringement or violation of
any  adversely  held  patent,  trademark,  trade name, or copyright, with claims
reading  on operations of the Company or on apparatus or methods employed by the
Company  in  effecting  the  same,  which  would materially adversely affect any
operation  of  the Company, nor is the Company using or in any way making use of
any  confidential  information  or  trade secrets, of any former employer or any
present or past employee of the Company except as a result of the acquisition of
the  business  of  such  former  employer.

     10.   Financial  Statements.

          At  or  prior to the date of this Agreement, the Company has delivered
to  Buyer  internal  financial  statements  as  of  November  30, 2001, and said
internal  financial  statements,  including  the  related  notes and explanatory
notes,  present fairly the financial position of the Company at the date thereof
and  the  results  of  its  operations  for  the  periods  therein indicated, in
conformity  with  generally  accepted  accounting  principals applied on a basis
consistent  in  each case with that of the preceding year.  From the date of the
most  recent  reviewed  internal  balance  sheet  included  in  the  Company's
financials,  the  Company  has:

          (i)     Not  suffered  any  material  adverse  change in its financial
condition,  assets,  liabilities  or  business;

          (ii)    Not  affirmatively  waived, canceled or compromised any of its
rights,  debts  or  claims  of  substantial  value;

          (iii)   Not  made  any  distribution  to  its  shareholders,  as
shareholders,  of  any  assets,  by  way  of  dividends,  purchase  of shares or
otherwise,  except  as  disclosed  hereto;


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          (iv)    Not mortgaged, pledged or granted a lien or encumbrance on any
of  its  properties or assets, except with respect to equipment purchased by the
Company  during  such  period;

          (v)     Not  sold or transferred any of its assets, tangible or
intangible,  except motor vehicles and except inventory and other assets sold or
disposed  of  in  the  ordinary  and  usual  course  of  business;

          (vi)    Not  incurred  any extraordinary losses, within the meaning of
generally  accepted  accounting principles, and/or incurred or become liable for
any obligations or liabilities except current liabilities, within the meaning of
generally  accepted  accounting  principles,  incurred in the ordinary and usual
course  of  business, or made any extraordinary expenditures, within the meaning
of  generally  accepted  accounting  principles,  other than for the purchase of
motor  vehicles  and  for additions and betterments to existing plant, equipment
and  facilities;

          (vii)   Not increased the rate of compensation for any of its officers
or  directors  nor  for any executive employees, except as may be in accord with
past  practices and in the usual and ordinary course of business of the Company;

          (viii)  Not  experienced  any material adverse effect on its business,
properties  and  assets as the result of any fire, explosion, earthquake, flood,
drought,  windstorm, accident, strike, embargo, confiscation of vital equipment,
material  or  inventory,  cancellation  of  contracts by any domestic or foreign
government,  or  any  agency  thereof,  or  customer  whose business with seller
represents  5%  or  more  of  sellers  gross  revenue, riot, activities of armed
forces,  or  acts  of  God  or  the  public  enemy;

          (ix)    To  the  best  knowledge  of  Sellers,  has  not  incurred any
liabilities,  contingent  or otherwise, except those stated in the balance sheet
of  the Company as of November 30, 2001, and current liabilities incurred in the
ordinary  and usual course of business since the date of the said balance sheet.

     11.  Ownership  of  Stock.

          All  of  the  issued  and  outstanding  shares of capital stock of the
Company  are  owned  by  the  individuals  set forth in Schedule A.  Sellers own
beneficially  and  of record the number of shares set forth in Schedule A hereto
opposite  Seller's  name.  Sellers holds such stock free and clear of all liens,
claims,  debts, encumbrances and assessments, and any and all restrictions as to
sale, assignment or transferability thereof.  Sellers have full right, power and
authority to sell, transfer and deliver all of the shares of Stock owned by said
Seller  and  the  certificates  therefor, sold hereunder, to Buyer in accordance
with  the  terms  of  this  Agreement, and otherwise to consummate and close the
transaction  provided  for  in  this  Agreement in the manner and upon the terms
herein  specified.

     12.  Title  to  Technology.

          The  Company  has  good  and  marketable  title  to all of its assets,
including  the  rights  to  the  technology  as  evidenced  by  a  an  executed
Intellectual  Property  Agreement  with Cobblestone Software, Inc. dated January
__,  2002 as set forth on Schedule C hereto, which grants to the Company certain
exclusive  rights  to  the  technology  described  in  the Intellectual Property
Agreement.


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     13.  Peaceable  Possession  of  Assets.

          The  ownership and possession of all of the assets of the Company have
been  peaceable and undisturbed and the title thereto has never been disputed or
questioned  to  the  knowledge  of the Company; nor does the Company know of any
facts by reason of which the possession or title thereof by the Company might be
disturbed  or  questioned  or  by  reason of which any claim to its assets might
arise  or  be  set  up  adverse  to  the  Company.

     14.  Truth  of  Representation.

          No  representation  by  the  Company  made  in  this  Agreement and no
statement  made  in any certificate or schedule furnished in connection with the
transaction  herein  contemplated  contains or will contain any knowingly untrue
statement  of  a  material  fact  or  knowingly  omits or will omit to state any
material  fact  reasonably necessary to make any such representation or any such
statement  not  misleading  to  a  prospective  purchaser  of  the  Stock.

D.   POST-CLOSING  COVENANTS
     ----------------------

Sellers  and  Buyer  hereby  covenant  as  follows:

     1.   Maintenance  of  Company  Existence

          In order to determine the disposition of the Escrow Shares pursuant to
Section  2  of  this  Agreement,  the  Buyer covenants that it will maintain the
separate  existence  of  the  Company  as  a subsidiary of the Buyer through the
earlier  of  (i) the date all Escrow Shares have been released to the Sellers or
(ii)  December  31, 2003.  In the event that the Company mergers or consolidates
with or into another entity, or in the event that the Buyer sells or directs the
sale  of  all  or substantially all of the stock or assets of the Company at any
time  prior  to  December  31, 2003, the Buyer agrees to direct the escrow agent
holding the Escrow Shares to release all remaining Escrow Shares to the Sellers,
notwithstanding  any  provision  to the contrary in Section 2 of this Agreement.

     2.   Securities  Filings

          The  Buyer  agrees  that at the request of any of the Sellers, it will
prepare  and  file,  at  the  Buyer's  expense,  any  and  all federal and state
securities filings required to be filed by any of the Sellers as a result of the
transactions  contemplated  hereby.

     3.   Publicity.

          All  notices  to  third  parties  other  than  Sellers  and  all other
publicity  concerning  the  transactions contemplated by this Agreement shall be
planned  and  coordinated  by  Buyer.

E.   CONDITIONS PRECEDENT TO CLOSING
     -------------------------------

All  obligations  of  each party under this Agreement and the obligation of each
party  to  consummate the Closing, are subject to the satisfaction, on or before
closing,  of  each  of  the  following  conditions:


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     1.   Effectiveness  of  Warranties.

          Each  and every one of the warranties and representations of the other
parties set forth in this Agreement  shall be true at and as of the Closing Date
as  though  such  representations  were  made  at  and  as  of  such  time.

     2.   Deliverables

          The  other parties shall have delivered all of the Seller Deliverables
or  Buyer Deliverables, as applicable, described in Section F of this Agreement.

          In the event any of the foregoing conditions shall not be fulfilled by
the responsible party at or prior to the Closing, unless caused by any action or
failure  to  act  on the part of the counter party, the counter party shall have
the  right  to  terminate  the  Agreement  by  notice  thereof in writing to the
responsible  party,  and the parties hereto shall be restored as far as possible
to status quo, whereupon the parties hereto shall have no further obligations or
liabilities  hereunder, one against the other, except for the obligations of the
parties  under  Section  I  hereof  which  shall  survive  a termination of this
Agreement.

CLOSING
-------

     1.   Time  and  Place.

          The  closing  under  this Agreement (the "Closing") and all deliveries
hereunder  shall  take  place  at  the  offices of Mirick, O'Connell, DeMallie &
Lougee,  100  Front Street, Worcester, Massachusetts on January 11, 2002 or such
other  date  as  shall  be  agreed upon by all the parties ("the Closing Date").

     2.   Deliverables

     (a)  At  the  Closing,  Buyer  shall deliver to the Sellers and the Company
items  (i)  through (iv) below and to Jerry Gruenbaum, as escrow agent under the
Escrow  Agreement,  item  (v)  below  (collectively,  the "Buyer Deliverables"):

          (i)     this  Acquisition  Agreement,  duly  executed  by  the  Buyer;

          (ii)    the  Escrow  Agreement  duly  executed  by the Buyer and Jerry
Gruenbaum,  as  escrow  agent;

          (iii)   the  Registration  Rights Agreement, in the form attached as
Schedule  D  (the  "Registration  Rights  Agreement"),  duly  executed by Buyer;

          (iv)    the  Closing  Shares;  and

          (v)     the  Escrow  Shares.

     (b)  At  the  Closing,  Sellers and Company shall deliver to Buyer:

          (i)     this  Acquisition  Agreement,  duly  executed  by  Sellers and
Company;

          (ii)    the  Escrow  Agreement,  duly  executed  by  the  Sellers;


<PAGE>
          (iii)   the  Registration  Rights  Agreement,  duly  executed by the
Sellers;

          (iv)    the  original  stock  certificates  representing  all  of the
Stock;  and

          (v)     stock  powers,  executed  by  the Sellers, with respect to the
transfer  of  the  Stock  to  Buyer.

G.   INDEMNIFICATION
     ---------------

1.   Sellers  and the  Company  shall indemnify and hold harmless the Buyer from
and against any losses, damages or expenses which may be suffered or incurred by
Buyer  arising  from  or  by  reason  of  the  inaccuracy  of  any  statement,
representation  or  warranty  of  Sellers  or the Company made herein or, in any
schedule  hereto or certificate delivered in connection herewith, or the failure
of  Sellers  or the Company to perform any agreement made by them herein.  Buyer
shall give Seller prior written notice of any claim, demand, suit or action with
respect  to which indemnity may be sought pursuant to this Section.  Sellers, in
every  such  case,  shall  have  the  right  at  his  sole  expense  and cost to
participate  in contesting the validity or the amount of any such claim, demand,
suit  or  action.  In  the  event  Buyer  suffers loss, damage or expense and is
entitled  to  indemnification  under  this Section, the amount of any such loss,
damage or expense shall be assessed against and shall be paid by Sellers subject
to  the  provisions of this Section G(1).  Sellers shall have no liability under
this  Section  unless  a claim for indemnification is made by the Buyer prior to
the  Six  (6)  month  anniversary  of  the Closing.  The liability of any single
Seller  under  this  provision  shall  not  exceed  the  amount  determined  by
multiplying the fair market value of the Buyer's common stock on the date hereof
by  the number of shares of Buyer's common stock delivered to such Seller on the
Closing  Date  pursuant  to  Section  2.2  of  this  Agreement.  Notwithstanding
anything  herein  to  the  contrary,  Sellers shall have no liability under this
Section for any loss, damage, expense or amount suffered or incurred by Buyer or
the  Company  (a)  as  a result of any election made by the Buyer or the Company
subsequent  to  the  Closing  under  Section 338 of the Internal Revenue Code of
1954, as amended, or (b) which is covered by insurance maintained by the Company
on  the  Closing  Date.

2.   The  Buyer  shall  indemnify  the  Company  and  Sellers and shall hold the
Company and Sellers harmless, on demand, from and against any losses, damages or
expenses which may be suffered or incurred by the Company or Seller arising from
or  by  reason of the inaccuracy of any statement, representation or warranty of
the  Buyer  made  herein  or in any document or instrument delivered by Buyer to
Sellers  or the Company in connection with the transactions herein contemplated,
or  the  failure of Buyer to perform any agreement or covenant made by it herein
or in any document or instrument delivered by Buyer to Sellers or the Company in
connection  with  the  transactions  herein  contemplated.

H.   CONFIDENTIALITY
     ---------------

All  information  and documentation provided or to be provided by the Company or
Sellers  to  Buyer  in  connection  with  this  Agreement  and  the transactions
contemplated  hereby has been and shall be provided in the strictest confidence.
Pending  the  Closing,  Buyer  covenants  and  agrees  not  to  use  any of such


<PAGE>
information  or  documentation  in or for the benefit of any business engaged in
directly  or  indirectly  by  Buyer  and  not to furnish or disclose any of such
information  or  documentation  to  any  person  or company. If the transactions
contemplated  by  this Agreement are not consummated, Buyer covenants and agrees
to  return  all such information and documentation to the Company and not retain
any  copies  thereof,  and  Buyer  further  covenants and agrees to maintain the
confidentiality  of such information and documentation and to neither use any of
it  in  or  for the benefit of any business engaged in directly or indirectly by
the  Buyer  nor  furnish  or  disclose  any  of  it  to  any  person or company.

I.   GENERAL PROVISIONS
     ------------------

     1.   Survival  of  Representations,  Warranties  and  Covenants.

          Except  as expressly provided herein, the representations, warranties,
covenants,  indemnities and other agreements herein contained shall be deemed to
be  continuing  and  shall  survive  the  consummation  of  the  transactions
contemplated  by  this  Agreement.

     2.   Diligence.

          The  parties  hereto  agree  that each shall with reasonable diligence
proceed  to  take  all action which may be reasonably required to consummate the
transaction  herein  contemplated.

     3.   Waivers.

     Each  party  hereto  may:

          3.1     Extend  the  time for performance of any of the obligations of
the  other  party;

          3.2     Waive  in  writing  any  inaccuracies  in  representations and
warranties  made to it contained in this Agreement or any schedule hereto or any
certificate  or  certificates  delivered by any of the other parties pursuant to
this  Agreement;  and

          3.3     Waive  in  writing  the  failure  of performance of any of the
agreements, covenants, obligations or conditions of the other parties herein set
forth,  or  alternatively  terminate  this  Agreement  for  such  failure.

     4.   Non-Waiver.

          The  waiver  by any party hereto of any breach, default, inaccuracy or
failure  by another party with respect to any provision in this Agreement or any
schedule  hereto  shall  not  operate  or  be construed as a waiver of any other
provision  thereof  or  of  any  subsequent  breach  thereof.

     5.   Further  Assurances.

          Each  party  hereto  agrees  to  execute  such  further  documents  or
instruments,  requested  by  the  other party, as may be reasonably necessary or
desirable  to  effect  the  purposes  of  this  Agreement  and  to carry out its
provisions,  at  the  expense  of  the  party  requesting  the  same.


<PAGE>
     6.   Entire  Agreement.

          This  Agreement  constitutes  a  complete  statement  of  all  the
arrangements,  understandings  and  agreements between the parties. There are no
representations, warranties, covenants, conditions or other agreements among the
parties  except as herein specifically set forth, and none of the parties hereto
shall  rely  on  any statement by or on behalf of the other parties which is not
contained  in  this  Agreement.


     7.   Governing  Law.

          Irrespective  of  the  place  of  execution  or  performance  of  this
Agreement,  it shall be governed by and construed in accordance with the laws of
the  State  of Massachusetts applicable to contracts made and to be performed in
the  State  of  Massachusetts,  and  cannot  be  changed,  modified,  amended or
terminated  except  in  writing,  signed  by  the  parties  hereto.

     8.   Benefit  and  Assignability.

          This  Agreement  shall  bind  and  inure to the benefit of the parties
hereto and their respective successors and assigns, provided, however, that this
Agreement  cannot be assigned by any party except by or with the written consent
of  the  others.  Nothing  herein  expressed  or implied is intended or shall be
construed  to  confer upon or to give any person, firm or corporation other than
the  parties  hereto  and their respective legal representatives, successors and
assigns  any  rights  or  benefits  under  or  by  reason  of  this  Agreement.

     9.   Approval  of  Counsel.

          The form of all legal proceedings and of all papers and documents used
or  delivered  hereunder,  shall be subject to the approval of counsels to Buyer
and  Sellers.

     10.  Costs.

          The  Buyer  shall  bear its own costs and expenses of the transaction.
The  costs  and  expenses  of  Sellers in connection with this Agreement and the
transactions  contemplated  hereby  shall  be  borne  and  paid  by the Sellers.

     11.  Counterparts.

          This  Agreement may be executed in any number of counterparts, each of
which  shall  be  deemed an original, but all of which together shall constitute
one  and  the  same  Agreement.

     12.  Notices.

          Any  notices and other communications under this Agreement shall be in
writing  and  shall  be  considered  given  if delivered personally or mailed by
certified  mail  to  the party, for whom such notice is intended, at the address
indicated  at  the  outset  hereof  (or  at such other address as such party may
specify  by  notice  to  the  other  parties  hereto).


<PAGE>
     13.  Headings.

          The  headings in this Agreement are intended solely for convenience of
reference  and shall be given no effect in the construction or interpretation of
this  Agreement.

     14.  Further  Action.

          Any  further  action  required  or  permitted  to  be taken under this
Agreement,  including  giving  notices, executing documents, waiving conditions,
and  agreeing  to amendments or modifications, may be taken on behalf of a party
by  its  Board of Directors, its President or any other person designated by its
Board  of Directors, and when so taken shall be deemed the action of such party.



                           [INTENTIONALLY LEFT BLANK]



<PAGE>
     IN  WITNESS  WHEREOF,  the  parties  hereto have respectively executed this
Agreement  the  day  and  year  first  above  written.

                                              BUYER
                                              -----

                                              INTERNATIONAL  WIRELESS,  INC.


                                              By:  /s/ Stanley A. Young
                                                 -----------------------------
                                                   Stanley A  Young, Chairman


                                              SELLERS
                                              -------

                                              By:  /s/  Kevin  Wells
                                                 -----------------------------
                                                   Kevin  Wells

                                              By:  /s/  Jim  Levinger
                                                 -----------------------------
                                                   Jim  Levinger

                                              By:  /s/  Tom  Antognini
                                                 -----------------------------
                                                   Tom  Antognini

                                              By:  /s/  Paul  Kroner
                                                 -----------------------------
                                                   Paul  Kroner

                                              By:  /s/  Ron  McLean
                                                 -----------------------------
                                                   Ron  McLean

                                              By:  /s/  Neal  Searls
                                                 -----------------------------
                                                   Neal  Searls

                                              By:  /s/  Cathy  Rose
                                                 -----------------------------
                                                   Cathy  Rose


                                              THE COMPANY
                                              -----------

                                              MITIGO  INC.


                                              By:  /s/  Kevin  Wells
                                                 ----------------------------
                                                   Kevin  Wells,  President


<PAGE>
                                   SCHEDULE A

MITIGO  OWNERSHIP  OF  STOCK  AND  ALLOCATION  OF  PURCHASE  SHARES

<TABLE>
<CAPTION>
Name                Mitigo      Allocation     Buyer's     Buyer's Shares
                    Shares     of Purchase   Shares to be    subject to
                     Owned        Shares     received at       escrow
                                               closing       provisions
-------------------------------------------------------------------------
<S>               <C>          <C>           <C>           <C>

Kevin Wells             1,000     1,466,978     1,000,001         466,977

James Levinger            750     1,100,233       750,000         350,233

Tom Antognini             500       733,489       500,001         233,488

Walter Antognini          500       733,489       500,001         233,488

Paul Kroner                 2         2,934         2,001             933

Ron McLean                  1         1,467         1,001             466

Neil Searls               225       330,070       225,000         105,070

Cathy Rose                 20        29,340        20,001           9,339
                  -----------  ------------  ------------  --------------
                            -             -
    Total:              2,998     4,398,000     2,998,006       1,399,994
</TABLE>


<PAGE>
                                   SCHEDULE B

                                ESCROW AGREEMENT

     ESCROW  AGREEMENT, dated as of January 11th, 2002 (the "Escrow Agreement"),
by  and  among International Wireless, Inc., a Maryland corporation ("IWI"), the
individuals whose signatures appear on the signature page hereof (individually a
"Stockholder"  and  collectively,  the  "Stockholders"),  James Levinger, in his
capacity  as  representative  of  the  Stockholders  (the  "Stockholders'
Representative")  and  Jerry  Gruenbaum,  Esq.,  as  escrow  agent  (the "Escrow
Agent").  All  capitalized  terms  used herein without definition shall have the
meaning  ascribed  to  them  in  the  Acquisition  Agreement (as defined below).

W  I  T  N  E  S  S  E  T  H:

     WHEREAS,  IWI,  Mitigo,  Inc., a Delaware corporation, and the Stockholders
have  entered into an Acquisition Agreement (the "Acquisition Agreement"), dated
as  of  January  11,  2002;  and

     WHEREAS,  this  Escrow  Agreement  is  being  entered  into  by the parties
pursuant  to  the  Acquisition  Agreement.

     NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth  herein,  IWI,  the Stockholders, the Stockholder's Representative and the
Escrow  Agent  agree  as  follows:

ARTICLE  I.     ESCROWED  PROPERTY

     1.01     Each  of  the  Stockholders  agrees  to  deliver  to  Escrow Agent
certificates  representing the number of outstanding shares of common stock (the
"Common  Stock")  of  IWI  set  forth  next  to  such  stockholder's name on the
signature  page  hereof  (the  "Escrow  Certificates").  The Escrow Certificates
delivered  to  the  Escrow Agent are hereinafter referred to collectively as the
"Escrowed  Property."

     1.02     The  Escrow  Agent  agrees  to  hold  or  dispose  of the Escrowed
Property  in  accordance  with  the  terms  of  this  Escrow  Agreement.

     1.03     All dividends and other distributions (whether of cash, securities
or  other  property)  upon or in respect of any of the Escrowed Property and all
property  receivable in substitution or exchange therefor shall be included with
and  constitute  part  of  the  Escrowed  Property.

     1.04     All shares of Common Stock included in the Escrowed Property shall
be  voted  in  accordance  with  the  instructions  of  the  Stockholders.

ARTICLE  II.     APPLICATION  OF  ESCROWED  PROPERTY

     2.01     The Escrow Agent will hold the Escrowed Property in its possession
under  the  provisions  of  this  Escrow Agreement until authorized hereunder to
deliver  the  Escrowed Property or any specified portion thereof as set forth in
Section  2.02  or  Section  2.04.

     2.02     The  Escrow  Agent  shall  distribute  the  amounts  deposited  as
Escrowed  Property:


<PAGE>
     (i)     promptly  upon  delivery  of and in accordance with a joint written
notice  (a "Joint Notice") of IWI and the Stockholders' Representative providing
instructions  therein;

     (ii)     if  the  Escrow  Agent  receives  a  written notice (a "Unilateral
Notice")  from IWI or the Stockholders' Representative providing instructions to
release Escrowed Property, the Escrow Agent shall promptly after receipt of such
Unilateral  Notice  deliver a copy of such Unilateral Notice to the other party.
If during the ten (10) business day period following delivery to the other party
of  such  copy  of the Unilateral Notice, the Escrow Agent has not received from
the other party a written objection to such release, then the Escrow Agent shall
release  such  Escrowed  Property  in  accordance  with  the instructions in the
Unilateral  Notice  to the extent not objected to by the other party.  If and to
the  extent  an objection to such release of Escrowed Property has been received
by  the  Escrow  Agent  from the other party within ten (10) business days after
delivery  of  the  Unilateral Notice to such other party, distribution of any of
the  disputed Escrowed Property shall be made only in accordance with clause (i)
above  or  clause  (iii)  below;  or

     (iii)     promptly  upon  delivery of and in accordance with written notice
of  IWI  or  the Stockholders' Representative providing instructions therein and
certifying  that  the  dispute  with  respect  to any Escrowed Property has been
determined  and  resolved  by  entry  of a final non-appealable order, decree or
judgment  by  a  court  of  competent  jurisdiction  in  the  Commonwealth  of
Massachusetts (the time for appeal therefrom having expired and no appeal having
been  perfected),  or consent to entry of any judgment concerning a claim, which
notice  shall  be  accompanied  by  a copy of any such order, decree or judgment
certified  by  the  clerk  of  such  court.

     2.03     In  the  event  that  the  Escrow  Agent  has  not received notice
pursuant  to  the provisions of Section 2.02 on or prior to the date that is two
years and six months after the Closing Date (the "Termination Date"), the Escrow
Agent  shall  distribute  the  Escrowed  Property  to  the  Stockholders.

ARTICLE  III.     RELATED  PROVISIONS

     3.01     Upon  the  release  and  delivery  of  any  amount of the Escrowed
Property  to any party pursuant to this Escrow Agreement, the Escrow Agent shall
also  release  and  deliver to such party any dividends or distributions held as
part  of  the Escrowed Property that are attributable to such amount of Escrowed
Property  being  so  released  and  delivered.

     3.02     In  connection  with the delivery of written notices to the Escrow
Agent  by IWI, the Stockholders' Representative, or both such parties, each such
written  notice  shall  accurately  set  forth  in  each  case:

     (a)     the  number  of  shares  of  Common  Stock that the Escrow Agent is
thereby  directed  to  distribute  out  of  the  Escrowed  Property;

     (b)     the  party  to  whom  the  Escrow  Agent  is  thereby  directed  to
distribute  such  amount;  and

     (c)     the date upon which the Escrow Agent is directed to distribute such
amount; and such officer of IWI or the Stockholders' Representative, or both, as
the  case  may  be,  shall  certify as to the compliance of such notice with the
provisions  hereof.


<PAGE>
The  Escrow Agent may rely fully on the provisions set forth in any such written
notice  which  on  its  face complies with the provisions of Article II and this
Section  3.02.

ARTICLE  IV.     SETTLEMENT  OF  DISPUTES

     4.01     Any  dispute  which  may  arise  between IWI and the Stockholders'
Representative  under  this  Escrow  Agreement with respect to (a) the delivery,
ownership  and/or  right  to  possession of the Escrowed Property or any portion
thereof,  (b)  the  facts upon which the Escrow Agent's determinations hereunder
are  based,  (c)  the  duties  of  the  Escrow  Agent hereunder or (d) any other
questions  arising under this Escrow Agreement, shall be settled either by (i) a
joint  written  notice  of  IWI  and  the Stockholders' Representative providing
instructions  to  the  Escrow  Agent  therein or (ii) by entry of a final order,
decree  or  judgment by a court of competent jurisdiction in the Commonwealth of
Massachusetts (the time for appeal therefrom having expired and no appeal having
been  perfected).

     4.02     The Escrow Agent shall be under no duty to institute or defend any
such proceedings and none of the costs and expenses of any such proceeding shall
be  borne  by  the  Escrow  Agent.  In  the event the terms of a settlement of a
dispute  hereunder  increase  the  duties  or  liabilities  of  the Escrow Agent
hereunder  and the Escrow Agent has not participated in such settlement so as to
be bound thereby, then such settlement shall be effective as to the Escrow Agent
in  respect  of  such increase in its duties or liabilities only upon the Escrow
Agent's  written  assent  thereto.  Prior  to  the settlement of any disputes as
provided  in  this  Article  IV,  the Escrow Agent is authorized and directed to
retain  in  its  possession,  without  liability  to anyone, such portion of the
Escrowed  Property  which  is  the  subject  of  or  involved  in  the  dispute.

ARTICLE  V.     CONCERNING  THE  ESCROW  AGENT.

     5.01     The  Escrow Agent shall be entitled to reasonable compensation for
its  services  hereunder  and  shall  be reimbursed for all reasonable expenses,
disbursements  and  advances (including reasonable attorneys' fees and expenses)
incurred  or made by it in performance of its duties hereunder.  Such reasonable
compensation,  disbursement,  expenses  and  advances  shall be borne by IWI and
shall  be  paid  promptly  upon  request  by  the  Escrow  Agent.

     5.02     The  Escrow  Agent  may  resign  and be discharged from its duties
hereunder  at  any  time  by  giving  notice  (a  "Resignation  Notice") of such
resignation  to IWI and Stockholders' Representative specifying a date (not less
than  30  days after the giving of such notice) when such resignation shall take
effect.  Promptly  after  such  Resignation  Notice,  IWI  and  Stockholders'
Representative  shall  appoint a mutually agreeable successor Escrow Agent, such
successor  Escrow  Agent  to  become Escrow Agent hereunder upon the resignation
date  specified  in  such  notice.  If  IWI and Stockholders' Representative are
unable  to agree upon a successor Escrow Agent within 30 days after such notice,
the  Escrow  Agent  shall  have  the  right  to  petition  a  court of competent
jurisdiction  to  appoint  a  successor,  and the Escrow Agent shall continue to
serve until its successor accepts the escrow and receives the Escrowed Property.

     5.03     The  Escrow  Agent  undertakes  to perform only such duties as are
specifically  set  forth  herein.  The  Escrow  Agent  acting or refraining from
acting  in  good  faith  shall not be liable for any mistake of fact or error of
judgment  by  it or for any acts or omissions by it of any kind unless caused by


<PAGE>
negligence  or  willful  misconduct, and shall be entitled to rely, and shall be
protected  in  doing  so,  upon  (a) any written notice, instrument or signature
believed  by it to be genuine and to have been signed or presented by the proper
party  or parties duly authorized to do so, and (b) the advice of counsel (which
may  be  of  the  Escrow  Agent's own choosing).  The Escrow Agent shall have no
responsibility  for  the  contents  of any writing submitted to it hereunder and
shall  be entitled in good faith to rely without any liability upon the contents
thereof.  The Escrow Agent has no responsibilities under, and shall be deemed to
have  no  knowledge  of,  the  provisions  of  the  Acquisition  Agreement.

     5.04     IWI  and  the  Stockholders,  jointly  and  severally,  agree  to
indemnify  the Escrow Agent and hold it harmless against any and all liabilities
incurred  by  it hereunder as a consequence of such indemnifying party's action,
and  IWI and the Stockholders, jointly and severally, further agree to indemnify
the  Escrow  Agent  and hold it harmless against any and all losses, costs, fees
and expenses incurred by the Escrow Agent except, in either case for liabilities
incurred  by the Escrow Agent resulting from its own gross negligence or willful
misconduct.  The indemnification provided pursuant to this section shall survive
the resignation of the Escrow Agent or the termination of this Escrow Agreement.

     5.05     In  the  event the Escrow Agent becomes involved in any litigation
or  dispute  by reason hereof, it is hereby authorized to deposit with the clerk
of  a  court of competent jurisdiction the Escrowed Property held by it pursuant
hereto  and, thereupon, shall stand fully relieved and discharged of any further
duties  hereunder.  Also,  in  the  event  the  Escrow  Agent is threatened with
litigation  by  reason  hereof,  it  is  hereby  authorized  to  interplead  all
interested  parties  in  any court of competent jurisdiction and to deposit with
the  clerk  of  such court the Escrowed Property held by it pursuant hereto and,
thereupon,  shall  stand  fully  relieved  and  discharged of any further duties
hereunder.

ARTICLE  VI.     STOCKHOLDERS'  REPRESENTATIVE

     6.01     The  Stockholders,  and  each  of  them,  hereby  appoint  the
Stockholders'  Representative  as  their  agent to (i) represent, act for and on
behalf  of, and bind each of the Stockholders in the performance of all of their
obligations  arising  from  or  relating  to  this  Escrow Agreement, including,
without  limitation  (a) the execution and delivery of any document, certificate
or  agreement  required  under  this  Escrow  Agreement  to  be delivered by the
Stockholders;  (b) the negotiation and settlement of claims of IWI in respect of
the  Escrowed  Property  and the making of any objection to such claims; and (c)
the  representation  of  the  Stockholders  at  any arbitration or litigation in
respect  of  the foregoing; (ii) give and receive notices and receive service of
process  under or pursuant to this Escrow Agreement; and (iii) to represent, act
for,  and  bind  each  of  the  Stockholders  in the performance of all of their
obligations  arising from or related to this Escrow Agreement. The Stockholders'
Representative  hereby  accepts  such  appointment.

     6.02     In the event that the Stockholders' Representative shall resign or
otherwise  be  unable to fulfill its duties hereunder, a successor Stockholders'
Representative  shall  be selected by the Stockholders entitled to a majority of
the  Escrowed  Property  as  soon  as reasonably practicable thereafter.  If the
Stockholders  desire  to  remove or replace the Stockholders' Representative for
any  reason, any such Stockholders' Representative may be so removed or replaced
by  the  Stockholders  entitled to receive a majority of such Escrowed Property.
Any  decision,  act,  consent or instruction of the Stockholders' Representative


<PAGE>
shall  constitute  a  decision  of  the Stockholders and shall be conclusive and
binding  upon  the  Stockholders, and IWI and the Escrow Agent may rely upon any
such  decision,  act, consent or instruction of the Stockholders' Representative
as  being  the  decision,  act,  consent  or  instruction  of  the Stockholders.

ARTICLE  VII.   MISCELLANEOUS

     7.01     This  Escrow  Agreement will be binding upon, inure to the benefit
of,  and  be enforceable by the respective successors and assigns of the parties
hereto,  but  neither  this Escrow Agreement, nor any of the rights, interest or
obligations hereunder shall be assigned by any of the parties hereto without the
prior  written  consent  of the other parties, except with respect to the Escrow
Agent  as  provided  in  Article  V  hereof.

     7.02     This  Escrow  Agreement  contains  the entire understanding of the
parties  with  respect  to  this  subject  matter,  and may be amended only by a
written  instrument duly executed by IWI, the Escrow Agent and the Stockholders'
Representative.

     7.03     All notices, consents, requests, instructions, approvals and other
communications  provided for herein and all legal process in regard hereto shall
be validly given, made or served, if in writing and delivered personally or sent
by  registered  or  certified  mail (return receipt requested), postage prepaid,
recognized  national or international overnight delivery service or by facsimile
transmission  electronically  confirmed:

     if  to  IWI:

          International  Wireless,  Inc.
          120 Presidential Way, Suite 310
          Woburn,  MA  01801
          Attention:  President

     if  to  the  Stockholders'
     Representative,  to  Kevin  Wells:

          Mitigo,  Inc.
          120  Presidential Way, Suite 310
          Woburn,  MA  01801

     if  to  the  Escrow  Agent:

          Jerry  Gruenbaum,  Esq.
          54  Hazard  Avenue,  Suite  270
          Enfield,  CT  06082

or,  in  each  case, at such other address as may be specified in writing to the
other  parties.  Each  such notice, demand, request or other communication shall
be  deemed  given  (i)  on  the  date  of  such  delivery  by  hand or facsimile
transmission  electronically confirmed, (ii) on the first business day following
the  date  of  such  delivery  to  an overnight delivery service, or (iii) three
business  days  following  certified  mailing.

     7.04     This  Escrow  Agreement  shall  be  governed by, and construed and
enforced  in  accordance  with  the  laws  of the Commonwealth of Massachusetts,
without  regard  to  its  conflicts  of  law  rules.


<PAGE>
     7.05     This  Escrow  Agreement  may  be  executed  simultaneously  in
counterparts,  each  of  which  shall  be  deemed  an  original but all of which
together  shall  constitute  one  and  the  same  instrument.

     7.06     This  Escrow Agreement shall remain in full force and effect until
the  Escrow  Agent  shall  have  delivered  all  of the Escrowed Property in its
possession  in  accordance  with  the  terms  hereof.

     7.07     Article  headings contained herein are for reference purposes only
and  shall  not  in  any way affect the meaning or interpretation of this Escrow
Agreement.

     IN  WITNESS  WHEREOF,  this  Escrow  Agreement  has  been duly executed and
delivered  by IWI, the Stockholders and the Escrow Agent on the date first above
written.

                                 INTERNATIONAL  WIRELESS,  INC.

                                 By:  /s/  Stanley A. Young
                                    -----------------------
                                    Name:  Stanley A. Young
                                    Title: CEO

Number  of  Shares  of                STOCKHOLDERS:
Common  Stock
Placed  in  Escrow

466,977                          /s/  Kevin  Wells
                                 --------------------------
                                 Kevin  Wells

350,233                          /s/  James  Levinger
                                 --------------------------
                                 James  Levinger

233,488                          /s/  Tom  Antognini
                                 --------------------------
                                 Tom  Antognini

233,488                          /s/  Walter  Antognini
                                 --------------------------
                                 Walter  Antognini

9,339                            /s/  Cathy  Rose
                                 --------------------------
                                 Cathy  Rose

933                              /s/  Paul  Kroner
                                 --------------------------
                                 Paul  Kroner

466                              /s/  Ron  McLean
                                 --------------------------
                                  Ron  McLean

105,070                          /s/  Neal  Searls
                                 --------------------------
                                 Neal  Searls


<PAGE>
                                 STOCKHOLDERS' REPRESENTATIVE:

                                 /s/  James  Levinger
                                 --------------------------
                                 James  Levinger


                                 ESCROW  AGENT:

                                 /s/  Jerry  Gruenbaum
                                 --------------------------
                                 Jerry  Gruenbaum,  Esq.



<PAGE>
                              [ATTACH SCHEDULE C]




<PAGE>
                                   SCHEDULE D

                          REGISTRATION RIGHTS AGREEMENT

     REGISTRATION  RIGHTS  AGREEMENT,  dated  as  of  January  11, 2002, between
International  Wireless,  Inc., a Delaware corporation (the "Company"), and each
of  the  stockholders  of  the  Company  set  forth  on  Exhibit  A  hereto (the
"Stockholders").

     WHEREAS,  this  Agreement  has  been  entered  into  in  connection with an
Acquisition  Agreement,  dated  as  of  January  11,  2002  (the  "Acquisition
Agreement"),  among  the  Company,  Mitigo, Inc., a Delaware corporation and the
Stockholders.

     NOW,  THEREFORE,  it  is  agreed  as  follows:

     1.     Defined Terms.  Each of the following terms shall have the following
meanings  (such  definitions to be applicable to both the plural and singular of
the  terms  defined):

     (a)     Registerable  Securities.  The term "Registerable Securities" shall
mean  the  shares  of  common  stock  of  the Company ("Common Stock") listed on
Exhibit  A  received  by the Stockholders pursuant to the Acquisition Agreement,
and  any  other  securities  received  in connection with any stock split, stock
dividend,  merger,  reorganization,  recapitalization, reclassification or other
distribution  payable  or  issuable  upon  such shares of Common Stock.  For the
purposes  of this Agreement, securities will cease to be Registerable Securities
when  (A)  a registration statement under the Securities Act of 1933, as amended
(the  "Securities Act"), covering such Registerable Securities has been declared
effective  by  the  Securities  and  Exchange  Commission  and such registration
statement  has  been continuously effective for a period of nine (9) months, (B)
such  Registerable  Securities  are  distributed  to  the public pursuant to the
Securities Act or pursuant to an exemption from the registration requirements of
the Securities Act, including, but not limited to, Rules 144 and 145 promulgated
under  the  Securities  Act,  or  (C)  such  Registerable  Securities  have been
otherwise  transferred  and  the  Company, in accordance with applicable law and
regulations,  has delivered new certificates or other evidences of ownership for
such  securities  which  are  not  subject  to  any stop transfer order or other
restriction  on  transfer.

     (b)     Rightsholders.  The  term  "Rightsholders"  shall  include  the
Stockholders,  all  successors  and  assigns  of  the  Stockholders,  and  all
transferees  of  Registerable  Securities  where  such  transfer  affirmatively
includes  the  transfer  and  assignment  of  the  rights and obligations of the
transferor  Rightsholder  under  this  Agreement with respect to the transferred
Registerable  Securities.

     (c)     The  words  "hereof," "herein" and "hereunder" and words of similar
import  when used in this Agreement shall refer to this Agreement as a whole and
not  to  any  particular provision of this Agreement, and subsection, paragraph,
clause,  schedule  and exhibit references are to this Agreement unless otherwise
specified.

     (d)  Capitalized terms used herein but not otherwise defined shall have the
meanings  given  to  them  in  the  Acquisition  Agreement.

     2.     Registration  Rights.


<PAGE>
     (i)     Right  to  Piggy-Back Registration.  If at any time on or after the
Closing  Date  the  Company  proposes to file a registration statement under the
Securities  Act with respect to an offering by the Company or any other party of
any  class of equity security similar to any Registerable Securities (other than
a  registration  statement  on  Form  S-4  or  S-8  or  any  successor form or a
registration  statement  filed  solely  in  connection with an exchange offer, a
business  combination  transaction  or pursuant to any employee benefit plans of
the Company), then the Company, on each such occasion, shall give written notice
(each,  a  "Company  Piggy-Back  Notice")  of such proposed filing to all of the
Rightsholders  owning  Registerable  Securities  at  least  20  days  before the
anticipated  filing  date  of  such  registration  statement,  and  such Company
Piggy-Back  Notice  also  shall  be  required to offer to such Rightsholders the
opportunity to register such aggregate number of Registerable Securities as each
such  Rightsholder  may  request.  Each  such Rightsholder shall have the right,
exercisable  for  the  10  days  immediately following the giving of the Company
Piggy-Back  Notice,  to  request, by written notice (each, a "Holder Notice") to
the  Company, the inclusion of all or any portion of the Registerable Securities
of  such  Rightsholders  in  such registration statement.  The Company shall use
reasonable  efforts  to  cause  the  managing  underwriter(s)  of  a  proposed
underwritten  offering  to  permit  the inclusion of the Registerable Securities
which  were  the  subject of all Holder Notices in such underwritten offering on
the  same terms and conditions as any similar securities of the Company included
therein.  Notwithstanding  anything  to the contrary contained in this Paragraph
2(b),  if  the  managing  underwriter(s)  of  such  underwritten offering or any
proposed  underwritten  offering delivers a written opinion to the Rightsholders
of Registerable Securities which were the subject of all Holder Notices that the
total amount and kind of securities which they, the Company and any other person
intend to include in such offering is such as to materially and adversely affect
the  success  of  such offering, then the amount of securities to be offered for
the  accounts  of such Rightsholders and persons other than the Company shall be
eliminated  or reduced pro rata (based on the amount of securities owned by such
Rightsholders  and  other persons which carry registration rights) to the extent
necessary  to  reduce  the  total  amount  of  securities to be included in such
offering  to  the  amount  recommended  by  such  managing underwriter(s) in its
written  opinion.

     (ii)     Expenses.  Subject  to  the  provisions  of  Section 4 hereof, the
Company  will  pay all Registration Expenses in connection with any registration
of  Registerable Securities effected pursuant to this Section 2, but the Company
shall  not  be  responsible  for  the  payment  of  any  underwriter's discount,
commission  or  selling  concession  in  connection  therewith.

     (iii)     Withdrawal  or  Suspension  of  Registration  Statement.
Notwithstanding  anything  contained  to  the contrary in this Section 2(b), the
Company  shall  have the absolute right, whether before or after the giving of a
Company  Piggy-Back  Notice  or  Holder  Notice,  to  determine  not  to  file a
registration  statement  to  which  the  Rightsholders  shall  have the right to
include  their Registerable Securities therein pursuant to this Section 2(b), to
withdraw  such  registration  statement  or  to  delay  or  suspend pursuing the
effectiveness  of  such  registration  statement.  In  the  event  of  such  a
determination after the giving of a Company Piggy-Back Notice, the Company shall
give  notice  of  such determination to all Rightsholders and, thereupon, (i) in
the  case  of  a  determination not to register or to withdraw such registration
statement,  the Company shall be relieved of its obligation under this Section 2
to  register  any  of  the  Registerable  Securities  in  connection  with  such
registration  and (ii) in the case of a determination to delay the registration,


<PAGE>
the  Company  shall  be  permitted  to  delay  or  suspend  the  registration of
Registerable  Securities  pursuant  to this Section 2 for the same period as the
delay  in  the  registration of such other securities.  No registration effected
under  this  Section  2(b) shall relieve the Company of its obligation to effect
any registration upon demand otherwise granted to a Rightsholder under any other
agreement  with  the  Company.

     3.     Registration  Procedures.

     (a)    Obligations  of  the Company.  The Company will, in connection with
the  registration  pursuant  to  Section  2  hereof:

               (i)     Prepare  and  file  with  the  Commission  a registration
statement  under  the  Securities  Act  on  any  appropriate  form chosen by the
Company,  in  its  sole discretion, which shall be available for the sale of all
Registerable  Securities to be included for sale in accordance with the intended
method(s) of distribution thereof and use its commercially reasonable efforts to
cause  such  registration  statement  to  become effective as soon thereafter as
reasonably  practicable; provided, that after such filing, the Company shall, as
diligently as practicable, provide to each Rightsholder such number of copies of
such  registration  statement,  each  amendment  and  supplement  thereto,  the
prospectus  included  in such registration statement (including each preliminary
prospectus),  all  exhibits  thereto  and  documents  incorporated  by reference
therein  and such other documents as such Rightsholder may reasonably request in
order to facilitate the disposition of the Registerable Securities owned by such
Rightsholder  and  included  in  such  registration  statement.

               (ii)     prepare and file with the Commission such amendments and
post-effective  amendments  to  a  registration statement as may be necessary to
keep  such registration statement effective for up to nine months; and cause the
related prospectus to be supplemented by any required prospectus supplement, and
as  so  supplemented  to  be  filed  to the extent required pursuant to Rule 424
promulgated  under  the  Securities  Act,  during  such  nine-month  period; and
otherwise  comply  with the provisions of the Securities Act with respect to the
disposition  of  all  Registerable  Securities  covered  by  such  registration
statement during the applicable period in accordance with the intended method(s)
of  disposition  of  such Registerable Securities set forth in such registration
statement,  prospectus  or  supplement  to  such  prospectus;

               (iii)     notify  the Rightsholders whose Registerable Securities
are  included in such registration statement and the managing underwriter(s), if
any,  of an underwritten offering of any of the Registerable Securities included
in  such  registration statement, and confirm such advice in writing, (A) when a
prospectus  or  any  prospectus  supplement or post-effective amendment has been
filed,  and,  with  respect  to  a  registration statement or any post-effective
amendment,  when  the  same  has  become  effective,  (B)  of any request by the
Commission  for amendments or supplements to a registration statement or related
prospectus  or for additional information, (C) of the issuance by the Commission
of  any  stop  order suspending the effectiveness of a registration statement or
the  initiation  of  any  proceedings  for  that purpose, (D) if at any time the
representations  and  warranties  of  the  Company contemplated by clause (A) of
Paragraph 3(a)(viii)  hereof cease to be true and correct, (E) of the receipt by
the  Company  of  any  notification  with  respect  to  the  suspension  of  the
qualification of any of the Registerable Securities for sale in any jurisdiction
or  the  initiation or threatening of any proceeding for such purpose and (F) of
the  happening  of  any event which makes any statement made in the registration
statement,  the  prospectus  or  any  document incorporated therein by reference


<PAGE>
untrue or which requires the making of any changes in the registration statement
or  prospectus  so  that  such  registration  statement,  prospectus or document
incorporated by reference will not contain any untrue statement of material fact
or omit to state any material fact required to be stated therein or necessary to
make  the  statements  therein  not  misleading;

               (iv)     make  reasonable efforts to obtain the withdrawal of any
order  suspending  the  effectiveness  of  such  registration  statement  at the
earliest  possible  moment  and  to  prevent  the  entry  of  such  an  order;

               (v)     use  reasonable  efforts  to  register  or  qualify  the
Registerable Securities included in such registration statement under such other
securities  or  blue  sky  laws  of such jurisdictions as any Rightsholder whose
Registerable  Securities  are included in such registration statement reasonably
requests  in  writing  and  do  any  and  all other acts and things which may be
necessary or advisable to enable such Rightsholder to consummate the disposition
in  such  jurisdictions  of  such  Registerable  Securities;  provided, that the
Company  will  not  be  required  to (A) qualify generally to do business in any
jurisdiction  where  it  would not otherwise be required to qualify but for this
Paragraph  3(a)(v),  (B)  subject itself to taxation in any such jurisdiction or
(C)  take any action which would subject it to general service of process in any
such  jurisdiction;

               (vi)     cooperate  with  the  Rightsholder  whose  Registerable
Securities  are  included  in  such  registration  statement  and  the  managing
underwriter(s),  if  any,  to  facilitate the timely preparation and delivery of
certificates  representing  Registerable  Securities  to be sold thereunder, and
enable  such  Registerable Securities to be in such denominations and registered
in such names as such Rightsholder or any managing underwriter(s) may reasonably
request at least two business days prior to any sale of Registerable Securities;

               (vii)     comply with all applicable rules and regulations of the
Commission  and  promptly  make  generally  available to its security holders an
earnings  statement  covering  a  period  of twelve months commencing, (A) in an
underwritten  offering,  at  the end of any fiscal quarter in which Registerable
Securities  are  sold  to underwriter(s), or (B) in a non-underwritten offering,
with  the  first month of the Company's first fiscal quarter beginning after the
effective  date of such registration statement, which earnings statement in each
case  shall  satisfy  the  provisions  of  Section  11(a) of the Securities Act;

               (viii)     enter  into  such  customary  agreements (including an
underwriting  agreement  in  customary  form)  and  take  all such other actions
reasonably requested by the Rightsholders holding a majority of the Registerable
Securities  included  in  such  registration  statement  or  the  managing
underwriter(s)  in  order  to  expedite  and  facilitate the disposition of such
Registerable  Securities and in such connection, if an underwriting agreement is
entered  into  and if the registration is an underwritten registration, (A) make
such  representations and warranties, if any, to any underwriter(s) with respect
to  the  registration  statement,  prospectus  and  documents  incorporated  by
reference,  if  any,  in  form,  substance  and scope as are customarily made by
issuers  to underwriter(s) in underwritten offerings and confirm the same if and
when  requested,  (B)  obtain  opinions  of  counsel  to the Company and updates
thereof  addressed  to  each  such  underwriter(s),  if any, with respect to the
registration  statement,  prospectus and documents incorporated by reference, if
any,  covering  the  matters  customarily  covered  in  opinions  requested  in
underwritten  offerings and such other matters as may be reasonably requested by


<PAGE>
such underwriter(s), (C) obtain a "cold comfort" letter and updates thereof from
the  Company's  independent  certified  public  accountants  addressed  to  the
underwriter(s),  if  any,  which  letters  shall  be in customary form and cover
matters of the type customarily covered in "cold comfort" letters by accountants
in  connection  with  underwritten offerings, and (D) deliver such documents and
certificates  as  may be reasonably requested by the managing underwriter(s), if
any,  to  evidence  compliance  with  any  customary conditions contained in the
underwriting agreement or other agreement entered into by the Company; each such
action required by this Paragraph 3(a)(viii) shall be done at each closing under
such  underwriting  or  similar  agreement  or  as  and  to  the extent required
thereunder;  and

               (ix)     if  requested  by  the  holders  of  a  majority  of the
Registerable  Securities  included  in  such  registration  statement,  use  its
commercially  reasonable best efforts to cause all Registerable Securities which
are  included  in such registration statement to be listed, subject to notice of
issuance, by the date of the first sale of such Registerable Securities pursuant
to  such  registration  statement, on each securities exchange, if any, on which
securities  similar  to  the  Registered  Securities  are  listed.

          (b)     Obligations  of  Rightsholders.  In  connection  with  any
registration  of Registerable Securities of a Rightsholder pursuant to Section 2
hereof:

               (i)     The  Company  may  require  that  each Rightsholder whose
Registerable  Securities  are included in such registration statement furnish to
the  Company  such  information  regarding the distribution of such Registerable
Securities and such Rightsholder as the Company may from time to time reasonably
request  in  writing;  and

               (ii)     Each  Rightsholder,  upon receipt of any notice from the
Company of the happening of any event of the kind described in clauses (B), (C),
(E)  and  (F)  of  Paragraph  3(a)(iii)  hereof,  shall  forthwith  discontinue
disposition  of  Registerable  Securities pursuant to the registration statement
covering  such  Registerable Securities until such Rightsholder's receipt of the
copies  of  the supplemented or amended prospectus contemplated by clause (A) of
Paragraph  3(a)(iii)  hereof,  or  until such Rightsholder is advised in writing
(the  "Advice")  by the Company that the use of the applicable prospectus may be
resumed,  and  until  such Rightsholder has received copies of any additional or
supplemental filings which are incorporated by reference in or to be attached to
or  included  with  such  prospectus,  and,  if so directed by the Company, such
Rightsholder  will  deliver  to  the Company (at the expense of the Company) all
copies,  other  than  permanent  file  copies  then  in  the  possession of such
Rightsholder, of the current prospectus covering such Registerable Securities at
the  time  of receipt of such notice; the Company shall have the right to demand
that such Rightsholder or other holder verify its agreement to the provisions of
this  Paragraph  3(b)(ii)  in  a  document  executed  by  the  Rightsholder.

     4.     Registration  Expenses.  All expenses incident to the performance of
or  compliance with this Agreement by the Company, including, without imitation,
all  registration  and  filing  fees  of the Commission, National Association of
Securities  Dealers,  Inc.  and  other agencies, fees and expenses of compliance
with securities or blue sky laws (including reasonable fees and disbursements of
counsel  in  connection  with  blue  sky  qualifications  of  the  Registerable
Securities),  rating  agency  fees,  printing  expenses,  messenger and delivery
expenses,  internal  expenses  (including,  without limitation, all salaries and


<PAGE>
expenses  of  its officers and employees performing legal or accounting duties),
the  fees  and  expenses incurred in connection with the listing, if any, of the
Registerable  Securities  on  any  securities  exchange  or  market and fees and
disbursements of counsel for the Company and the Company's independent certified
public  accountants  (including  the  expenses  of  any  special  audit or "cold
comfort"  letters required by or incidental to such performance), Securities Act
or  other  liability insurance (if the Company elects to obtain such insurance),
the  fees  and  expenses  of  any  special  experts  retained  by the Company in
connection  with such registration and the fees and expenses of any other person
retained  by  the  Company  (but  not  including  any  underwriting discounts or
commissions  attributable  to  the  sale  of  Registerable  Securities  or other
out-of-pocket  expenses  of  the  Rightsholders,  or the agents who act on their
behalf,  unless  reimbursement  is specifically approved by the Company) will be
borne by the Company.  All such expenses are herein referred to as "Registration
Expenses."

     5.     Indemnification:  Contribution.

     (a)     Indemnification  by  the  Company.  The Company agrees to indemnify
and  hold  harmless, to the full extent permitted by law, each Rightsholder, its
officers  and  directors,  and its legal counsel, accountants, and underwriters,
and  each  person  who  controls  such  Rightsholder  (within the meaning of the
Securities  Act),  if  any,  and  any agent thereof, against all losses, claims,
damages,  liabilities  and  expenses  (including  reasonable attorney's fees and
expenses  of  investigation)  incurred  by  such party pursuant to any actual or
threatened  suit,  action,  proceeding  or  investigation  to  which they may be
subject  under  the  Securities Act or any other federal or any state securities
laws, arising out of or based upon (i) any untrue or alleged untrue statement of
a  material  fact  contained  in  any  registration  statement,  prospectus  or
preliminary prospectus, (ii) any omission or alleged omission to state therein a
material  fact required to be stated therein or necessary to make the statements
therein,  in  the  light  of  the  circumstances under which they were made, not
misleading,  except insofar as the same arise out of or are based upon, any such
untrue  statement  or  omission  based  upon  information  with  respect to such
Rightsholder  furnished in writing to the Company by such Rightsholder expressly
for  use  therein  or (iii) any violation or alleged violation by the Company of
the  Securities  Act, the Exchange Act, any state securities laws or any rule or
regulation  promulgated  under the Securities Act, the Exchange Act or any state
securities  laws  relating  to  the  Registration  Statement.

     (b)     Indemnification  by  Rightsholder.  In  connection  with  any
registration  statement  in  which  a  Rightsholder  is participating, each such
Rightsholder  will  be  required  to  furnish  to  the  Company  in writing such
information with respect to such Rightsholder as the Company reasonably requests
for  use  in  connection with any such registration statement or prospectus, and
each  Rightsholder  agrees  to  the  extent  it is such a holder of Registerable
Securities  included  in such registration statement, and each other such holder
of  Registerable  Securities  included  in  such  Registration Statement will be
required  to  agree,  to  indemnify,  to  the  full extent permitted by law, the
Company,  the directors and officers of the Company and each person who controls
the  Company  (within  the meaning of the Securities Act) any agent thereof, its
legal  counsel,  accountants  and  underwriters,  against  any  losses,  claims,
damages,  liabilities  and  expenses  (including  reasonable attorney's fees and
expenses  of  investigation)  incurred  by  such party pursuant to any actual or
threatened  suit,  action,  proceeding  or  investigation  to  which they may be
subject  under  the  Securities Act or any other federal or any state securities
laws, arising out of or based upon (i) any untrue or alleged untrue statement of


<PAGE>
a  material  fact  or  any  omission  or  alleged  omission  of  a material fact
necessary,  to  make  the  statements  contained  in any registration statement,
prospectus, or preliminary prospectus (in the case of a prospectus, in the light
of  the  circumstances under which they are made) not misleading, to the extent,
but  only  to  the  extent, that such untrue statement or omission is based upon
information  relating  to such Rightsholder or other holder furnished in writing
to  the  Company  expressly  for  use  therein  or (ii) any violation or alleged
violation  by  such  Rightsholder  of  the Securities Act, the Exchange Act, any
state securities laws or any rule or regulation promulgated under the Securities
Act,  the Exchange Act or any state securities laws relating to the Registration
Statement.

     (c)     Conduct  of  Indemnification Proceedings. Promptly after receipt by
an  indemnified party under this Section 5 of written notice of the commencement
of  any  action,  proceeding,  suit  or  investigation or threat thereof made in
writing  for  which  such  indemnified  party  may  claim  indemnification  or
contribution  pursuant to this Agreement, such indemnified party shall notify in
writing  the indemnifying party of such commencement or threat; but the omission
so  to  notify  the  indemnifying party shall not relieve the indemnifying party
from  any  liability  which  the  indemnifying party may have to any indemnified
party  (i)  hereunder,  unless  the  indemnifying  party  is actually prejudiced
thereby,  or (ii) otherwise than under this Section 5.  In case any such action,
suit  or  proceeding  shall  be  brought  against any indemnified party, and the
indemnified  party  shall  notify  the  indemnifying  party  of the commencement
thereof, the indemnifying party shall be entitled to participate therein and the
indemnifying  party  shall  assume  the defense thereof, with counsel reasonably
satisfactory  to  the  indemnified party, and the obligation to pay all expenses
relating thereto.  The indemnified party shall have the right to employ separate
counsel in any such action, suit or proceeding and to participate in the defense
thereof,  but  the  fees and expenses of such counsel shall be at the expense of
such  indemnified party unless (i) the indemnifying party has agreed to pay such
fees  and  expenses, (ii) the indemnifying party shall have failed to assume the
defense  of  such  action,  suit  or  proceeding or to employ counsel reasonably
satisfactory  to  the  indemnified party therein or to pay all expenses relating
thereto  or  (iii) the named parties to any such action or proceeding (including
any  impleaded  parties) include both the indemnified party and the indemnifying
party  and  the  indemnified party shall have been advised by counsel that there
may  be  one or more legal defenses available to the indemnified party which are
different  from  or  additional to those available to the indemnifying party and
which  may  result  in  a  conflict  between  the  indemnifying  party  and such
indemnified  party  (in  which  case,  if  the  indemnified  party  notifies the
indemnifying  party  in  writing  that  the  indemnified  party elects to employ
separate  counsel  at  the  expense  of the indemnifying party, the indemnifying
party  shall  not  have  the  right  to  assume  the  defense  of such action or
proceeding  on  behalf  of  the indemnified party; it being understood, however,
that  the  indemnifying party shall not, in connection with any one such action,
suit  or  proceeding  or  separate but substantially similar or related actions,
suits  or  proceedings  in the same jurisdiction arising out of the same general
allegations  or  circumstances, be liable for the fees and expenses of more than
one  separate  firm  of attorneys at any time for all indemnified parties, which
firm  shall  be  designated  in  writing  by  the  indemnified  party).

     (d)     Contribution.  If  the indemnification provided for in this Section
5  from  the indemnifying party is unavailable to an indemnified party hereunder
in  respect  of any losses, claims, damages, liabilities or expenses referred to
therein,  then  the indemnifying party, in lieu of indemnifying such indemnified


<PAGE>
party,  shall contribute to the amount paid or payable by such indemnified party
as a result of such losses, claims, damages, liabilities or expenses (i) in such
proportion  as  is  appropriate to reflect the relative benefits received by the
indemnifying  party  on  the  one hand and the indemnified party on the other or
(ii)  if  the  allocation  provided  by  clause  (i)  above  is not permitted by
applicable  law,  in  such  proportion as is appropriate to reflect not only the
relative  benefits  received  by  the indemnifying party on the one hand and the
indemnified  party  on the other but also the relative fault of the indemnifying
party  and  indemnified  party,  as  well  as  any  other  relevant  equitable
considerations.  The  relative  fault  of  such  indemnifying  party  and  the
indemnified  parties  shall  be  determined by reference to, among other things,
whether any action in question, including any untrue or alleged untrue statement
of a material fact or omission or alleged omission to state a material fact, has
been  made by, or relates to information supplied by, such indemnifying party or
indemnified  parties,  and  the  parties'  relative intent, knowledge, access to
information  and opportunity to correct or prevent such action.  The amount paid
or  payable  by  a party as a result of the losses, claims, damages, liabilities
and  expenses  referred  to  above  shall  be  deemed to include, subject to the
limitation  set  forth  in  Section  5(e),  any  legal or other fees or expenses
reasonably  incurred  by  such  party  in  connection  with any investigation or
proceeding.

     The  parties  hereto  agree  that  it  would  not  be just and equitable if
contribution  pursuant  to  this  Paragraph  5(d)  were  determined  by pro rata
allocation or by any other method of allocation which does not take into account
the  equitable  considerations  referred  to  in  clauses  (i)  and  (ii) of the
immediately  preceding  paragraph.  No  person  guilty  of  fraudulent
misrepresentation  (within  the  meaning of Section 11(f) of the Securities Act)
shall  be  entitled  to  contribution from any person who was not guilty of such
fraudulent  misrepresentation.

     (e)     Limitation.  Anything  to  the  contrary  contained in this Section
5(e)  notwithstanding,  no holder of Registerable Securities shall be liable for
indemnification and contribution payments aggregating an amount in excess of the
maximum  amount  received  by  such  holder  in  connection  with  any  sale  of
Registerable  Securities  as  contemplated  herein.

          (f)     Survival.  The  obligations  of  the  Company  and  the
Rightsholders  under this Section 5 shall survive the completion of any offering
of  Registerable  Securities  in  a registration statement under this Agreement.

     6.     Participation  in  Underwritten  Registration.  No  Rightsholder may
participate  in any underwritten registration hereunder unless such Rightsholder
(i)  agrees  to sell such Rightsholder's securities on the basis provided in any
underwriting  arrangements approved by the persons entitled hereunder to approve
such  arrangements  and  to  comply with Regulation M under the Exchange Act and
(ii)  completes  and executes all questionnaires, appropriate and limited powers
of  attorney,  escrow agreements, indemnities, underwriting agreements and other
documents  reasonably required under the terms of such underwriting arrangement;
provided,  that  all  such  documents shall be consistent with the provisions of
Section  3  hereof.

     7.        Counterparts.  This  Agreement  may  be  executed  in one or more
counterparts,  all  of  which shall be considered one and the same agreement and
shall become effective when one or more counterparts have been signed by each of
the  parties  and  delivered  to  the  other party, it being understood that all
parties  need  not  sign  the  same  counterpart.


<PAGE>
     8.     Entire Agreement .  This Agreement and the documents and instruments
and  other agreements among the parties hereto as contemplated by or referred to
herein,  (a)  constitute  the entire agreement among the parties with respect to
the subject matter hereof and supersede all prior agreements and understandings,
both  written  and  oral,  among  the parties with respect to the subject matter
hereof  and  (b)  are not intended to confer upon any other person any rights or
remedies  hereunder,  except  as  set  forth  herein.

     9.     Severability .  In the event that any provision of this Agreement or
the  application  thereof  becomes  or  is  declared  by  a  court  of competent
jurisdiction  to  be  illegal,  void  or  unenforceable,  the  remainder of this
Agreement  will  continue  in  full force and effect and the application of such
provision to other persons or circumstances will be interpreted so as reasonably
to  effect  the  intent  of  the  parties  hereto.  The parties further agree to
replace  such void or unenforceable provision of this Agreement with a valid and
enforceable  provision  that will achieve, to the extent possible, the economic,
business  and  other  purposes  of  such  void  or  unenforceable  provision.

     10.     Governing  Law .  This Agreement shall be governed by and construed
in  accordance with the laws of the Commonwealth of Massachusetts, regardless of
the laws that might otherwise govern under applicable principles of conflicts of
law  thereof.  Each  of the parties hereto irrevocably consents to the exclusive
jurisdiction  of  any  state  or  federal  court  within  the  Commonwealth  of
Massachusetts,  in  connection with any matter based upon or arising out of this
Agreement  or the matters contemplated herein, agrees that process may be served
upon  them  in  any  manner  authorized  by  the  laws  of  the  Commonwealth of
Massachusetts  for  such persons and waives and covenants not to assert or plead
any  objection  which  they  might  otherwise have to such jurisdiction and such
process.

     11.     Assignment  .  No  party may assign either this Agreement or any of
its  rights,  interests,  or  obligations  hereunder  without  the prior written
approval  of  the  other  parties.  Notwithstanding the foregoing, the rights to
cause  the Company to register Registerable Securities pursuant to Section 2 may
be  assigned  (but  only  with  all  related obligations) by a Rightsholder to a
transferee  or  assignee  of  such  securities that (i) is a subsidiary, parent,
partner, limited partner, retired partner or stockholder of a Rightsholder, (ii)
is a Rightsholder's spouse or member of such Rightsholder's immediate family, or
a  custodian, trustee (including a trustee of a voting trust), executor or other
fiduciary  for  the  account  of  the  Rightsholder's  spouse  or members of the
Rightsholder's  immediate  family,  a  trust  for the Rightsholder's own self, a
charitable remainder trust or an entity that is controlled by one or more of the
Rightsholder's  immediate  family,  or  (iii) after such assignment or transfer,
holds  at least 25,000 shares of Registerable Securities (subject to appropriate
adjustment  for  stock  splits,  stock  dividends,  combinations  and  other
recapitalizations), provided; (a) the Company is, within a reasonable time after
such  transfer,  furnished  with  written notice of the name and address of such
transferee  or  assignee  and  the  securities  with  respect  to  which  such
registration  rights  are being assigned; (b) such transferee or assignee agrees
in  writing  to  be  bound  by  and  subject to the terms and conditions of this
Agreement,  including  without  limitation  the provisions of Section 2; and (c)
such  assignment  shall be effective only if immediately following such transfer
the  further  disposition  of  such  securities by the transferee or assignee is
restricted  under  the  Securities  Act.


<PAGE>
     12.     Amendments  and  Waivers.  Except as otherwise provided herein, the
provisions  of  this  Agreement  may  not  be  amended, modified or supplemented
without  the  written  consent  of  each  of  the  parties  hereto.  Any  of the
Stockholders  or the Company may, by written notice to the others, (i) waive any
of  the  conditions  to  its  obligations  hereunder  or extend the time for the
performance  of  any  of the obligations or actions of the other, (ii) waive any
inaccuracies  in the representations of the other contained in this Agreement or
in  any  documents  delivered pursuant to this Agreement, (iii) waive compliance
with  any  of  the  covenants  of the other contained in this Agreement and (iv)
waive  or  modify performance of any of the obligations of the other.  No action
taken  pursuant  to  this  Agreement,  including,  without  limitation,  any
investigation  by  or  on  behalf  of any party, shall be deemed to constitute a
waiver  by  the  party taking such action or compliance with any representation,
warranty,  condition or agreement contained herein.  Waiver of the breach of any
one  or more provisions of this Agreement shall not be deemed or construed to be
a  waiver  of  other  breaches  or  subsequent  breaches of the same provisions.

     13.     Notices.  All  notices,  demands,  requests,  demands  and  other
communications  required  or  otherwise  given  under this Agreement shall be in
writing  and  shall  be deemed to have been duly given if: (a) delivered by hand
against  written  receipt  therefor,  (b)  forwarded by a third party company or
governmental  entity  providing  delivery  services  in  the  ordinary course of
business  which  guarantees  delivery  the following business day, (c) mailed by
registered  or certified mail, return receipt requested, postage prepaid, or (d)
transmitted  by  facsimile transmission electronically confirmed for receipt, in
full,  by  the  other  party no later than 5:00 p.m., local time, on the date of
transmission,  addressed  as  follows  (i)  If  to the Company, to International
Wireless,  Inc.,  120  Presidential Way, Suite 310, Woburn, Massachusetts 01801;
Attention: President; and (ii) if to the Stockholders, to the respective address
set  forth  on  the  signature  pages hereof, or (iii) in the case of any of the
parties hereto, at such other address as such party shall have furnished to each
of  the  other  parties  hereto  in  accordance with this Section 13.  Each such
notice,  demand, request or other communication shall be deemed given (i) on the
date of such delivery by hand, (ii) on the first business day following the date
of  such delivery to the overnight delivery service or facsimile transmission or
(iii)  three  business  days  following  such  mailing.

     14.     Other  Remedies.  Except  as otherwise provided herein, any and all
remedies  herein expressly conferred upon a party will be deemed cumulative with
and not exclusive of any other remedy conferred hereby, or by law or equity upon
such  party, and the exercise by a party of any one remedy will not preclude the
exercise  of  any  other  remedy.

     15.     Further  Assurances.  Each  party  hereto covenants and agrees with
all  other  parties hereto to promptly execute, deliver, file and/or record such
agreements,  instruments, certificates and other documents and to do and perform
such  other and further acts and things as any other party hereto may reasonably
request or as may otherwise be necessary or proper to consummate and perfect the
transactions  contemplated  hereby.


<PAGE>
     IN  WITNESS  WHEREOF,  the  parties hereto have caused this Agreement to be
signed by themselves or their duly authorized respective officers, all as of the
date  first  written  above.


                                     INTERNATIONAL  WIRELESS,  INC.


                                        By:
                                             -------------------------------

                                     Name:
                                     Title:


[SEE  ATTACHED  STOCKHOLDER  COUNTERPART  SIGNATURE  PAGES]


<PAGE>
                                    Exhibit A



     Stockholder                         Number of Shares
     -----------                         ----------------


                                   [COMPLETE]







                                  ------------
                                  Total Shares



<PAGE>
                  Counterpart Signature Page for Stockholders
                  -------------------------------------------

     The  undersigned  hereby  agrees  to  become  a  party  to  that  certain
Registration  Rights  Agreement  dated  as  of  January  _____,  2002  between
International  Wireless,  Inc.  and  each of the parties listed on Exhibit A who
have executed a Counterpart Signature Page to the Registration Rights Agreement.




                                  ------------------------------------------
                                  Name  (printed):
                                                  --------------------------
                                          Address:
                                                  --------------------------
                                                  --------------------------
                                                  --------------------------


<PAGE>