EXHIBIT 10.13

                              CONSULTING AGREEMENT

February 13, 2003

     Re:  Consulting Engagement For Financial Services.

     Agreement  between  CALYPSO  WIRELESS,  INC. (the "Company") AND MOTORSKILL
     VENTURES  I,  L.P.  (the  "Consultant")

This  consulting  agreement is to confirm the terms of engagement of independent
consultant ("Consultant") to Calypso Wireless, Inc. (the "Company").  Consultant
is  engaged  to  assist  the  Company  with  financials  planning  and  strategy
proposals,  including  but  not  limited  to  the  following  functions:

      1)    Assistance with the preparation and review of financials plans and
            strategies.

Term of Engagement
------------------

The  term  of  the  engagement shall be from February 13, 2003 through such time
that  the  project  is  completed  and  satisfied  by  both  parties.

Consulting  Fee
---------------

The  Company  will issue ninety thousand (90,000) shares of the Company's common
stock  to  Consultant  (Motorskill  Ventures  I,  L.P.)  for  services  related
financials  planning  and  strategy  to  be rendered to the Company.  All ninety
thousand (90,000) shares will be issued as free-trade stock.  The shares will be
forwarded  to  Consultant  as  soon  as  reasonably possible after the date this
agreement  is  signed.

Confidentiality
---------------

I  agree  that during the term of this engagement I will not invest, nor promote
the  Company's  publicly traded shares or participate in any activity that is or
may  be  competitive  with the Company, that might create a conflict of interest
with  the  Company,  or  that otherwise might interfere with the business of the
Company,  or  any  affiliate  of  the Company. I also agree that both during the
engagement  and  after  the  engagement  terminates  I  will  neither misuse nor
improperly  disclose any Confidential Information of the Company that I may have
used,  acquired  or  added  to  while  engaged  by  the  Company.  "Confidential
Information" means and includes confidential or proprietary information or trade
secrets that have been developed or used (or will be developed or used) and that
cannot  be  readily obtained by third parties from outside sources. Confidential
Information  includes,  by way of example and without limitation, the following:
information  regarding assets, investors, customers, employees, contractors, and


<PAGE>
the  industry  not  generally  known  to the public; strategies, methods, books,
records,  and  documents;  technical information concerning products, equipment,
services,  and  processes;  procurement  procedures  and pricing techniques; the
names  of  and  other  information concerning customers, investors, and business
affiliates  (such  as contact name, service provided, pricing for that customer,
amount  of  services  used,  credit and financial data, and/or other information
relating  to the Company's relationship with that investor or customer); pricing
strategies and price curves; plans and strategies for expansion or acquisitions;
budgets;  investor lists, customers lists; research; weather data; financial and
sales  data,  trading  terms;  evaluation,  opinions,  and  interpretations  of
information  and  data;  marketing  techniques;  prospective  investors'  names,
investors'  and  customers'  names  and  marks;  grids and maps, electronic data
bases;  models;  specifications;  computer  programs, internal business records;
contracts  benefiting  or obligating the Company; bids or proposals submitted to
any  third  party;  technologies and methods; training processes; organizational
structure;  salaries  of personnel; payment amounts or rates paid to consultants
or  other  service  providers;  and  other  such  confidential  or  proprietary
information.  We  acknowledge  that  this confidential information constitutes a
valuable, special, and unique asset used by the Company and its subsidiaries and
affiliates  in  their  business  to  obtain  a  competitive advantage over their
competitors.  We  agree that upon termination of this engagement, we will return
any  and  all  such  confidential  information  and  delete  such  Confidential
Information  from  any electronic storage devices owned by us (but not computers
and  storage  devices  owned  by  the Company), such as Palm Pilots and notebook
computers,  upon which I may have stored such confidential information. We agree
that  breach  of  these covenants not to disclose Confidential Information shall
cause  immediate  and  irreparable  injury  to  the  Company.

Indemnity
---------

Each  party  shall  indemnify, defend and hold harmless the other party from any
and  all  liability,  loss,  claims, lawsuits, damages, injury, costs (including
reasonable attorney's fees) or expenses ("Claims") arising out of or incident to
the  performance  or  nonperformance  of  any  act  or responsibility under this
agreement  by  such  indemnifying  party;  provided that, any indemnity required
under  this  paragraph  shall  exclude  Claims resulting from any consequential,
future  or speculative damages. Notwithstanding the foregoing provisions of this
paragraph, the Company shall indemnify, defend and hold harmless Consultant from
any  all  Claims arising out of or incident to Consultant's actions on behalf of
the  Company,  including  attendance  at  meetings, negotiation and advice, that
involve  the  Company's  financial  and  other  related  matters.

Acceptance
----------

Please  indicate  your  agreement with the terms of this Consulting Agreement by
signing  one  copy  in  the  space  provided  below.

/s/ Carlos Mendoza, Chairman & CEO
----------------------------------

Calypso Wireless, Inc.

/s/ Jerrod Erwin, President
---------------------------

Motorskill Ventures I, L.P.

Consultant


<PAGE>
                              CONSULTING AGREEMENT


January 30, 2003

            Re:  Consulting  Engagement  For  Engineering  Services  Related  to
            Cellular  Communications.

            Agreement between CALYPSO WIRELESS, INC. (the "Company") AND RICARDO
            ESQUIVEL  (the  "Consultant")

This  consulting  agreement is to confirm the terms of engagement of independent
consultant ("Consultant") to Calypso Wireless, Inc. (the "Company").  Consultant
is  engaged  to  assist  the  Company  with  engineering and software consulting
services,  including  but  not  limited  to  the  following  functions:

      1)    Assistance with the preparation of specifications documents and
            software code for switching data communications from wireless local
            area networks to cellular wide are networks.



Term of Engagement
------------------

The  term  of  the  engagement  shall  be  until  such  time that the project is
completed  and  satisfied  by  both  parties.

Consulting Fee
--------------

The  Company  will  issue two million (2,000,000) shares of the Company's common
stock  to  Consultant  (Ricardo  Esquivel)  for  engineering  services  rendered
starting  October  1999  and  to be rendered related to cellular communications.
All  two  million  (2,000,000)  shares  will be issued as free-trade stock.  The
shares  will be forwarded to Consultant as soon as reasonably possible after the
date  this  agreement  is  signed.

Confidentiality
---------------

I  agree  that during the term of this engagement I will not invest, nor promote
the  Company's  publicly traded shares or participate in any activity that is or
may  be  competitive  with the Company, that might create a conflict of interest
with  the  Company,  or  that otherwise might interfere with the business of the
Company,  or  any  affiliate  of  the Company. I also agree that both during the
engagement  and  after  the  engagement  terminates  I  will  neither misuse nor
improperly  disclose any Confidential Information of the Company that I may have
used,  acquired  or  added  to  while  engaged  by  the  Company.  "Confidential
Information" means and includes confidential or proprietary information or trade
secrets that have been developed or used (or will be developed or used) and that
cannot  be  readily obtained by third parties from outside sources. Confidential


<PAGE>
Information  includes,  by way of example and without limitation, the following:
information  regarding assets, investors, customers, employees, contractors, and
the  industry  not  generally  known  to the public; strategies, methods, books,
records,  and  documents;  technical information concerning products, equipment,
services,  and  processes;  procurement  procedures  and pricing techniques; the
names  of  and  other  information concerning customers, investors, and business
affiliates  (such  as contact name, service provided, pricing for that customer,
amount  of  services  used,  credit and financial data, and/or other information
relating  to the Company's relationship with that investor or customer); pricing
strategies and price curves; plans and strategies for expansion or acquisitions;
budgets;  investor lists, customers lists; research; weather data; financial and
sales  data,  trading  terms;  evaluation,  opinions,  and  interpretations  of
information  and  data;  marketing  techniques;  prospective  investors'  names,
investors'  and  customers'  names  and  marks;  grids and maps, electronic data
bases;  models;  specifications;  computer  programs, internal business records;
contracts  benefiting  or obligating the Company; bids or proposals submitted to
any  third  party;  technologies and methods; training processes; organizational
structure;  salaries  of personnel; payment amounts or rates paid to consultants
or  other  service  providers;  and  other  such  confidential  or  proprietary
information.  We  acknowledge  that  this confidential information constitutes a
valuable, special, and unique asset used by the Company and its subsidiaries and
affiliates  in  their  business  to  obtain  a  competitive advantage over their
competitors.  We  agree that upon termination of this engagement, we will return
any  and  all  such  confidential  information  and  delete  such  Confidential
Information  from  any electronic storage devices owned by us (but not computers
and  storage  devices  owned  by  the Company), such as Palm Pilots and notebook
computers,  upon which I may have stored such confidential information. We agree
that  breach  of  these covenants not to disclose Confidential Information shall
cause  immediate  and  irreparable  injury  to  the  Company.

Indemnity
---------

Each  party  shall  indemnify, defend and hold harmless the other party from any
and  all  liability,  loss,  claims, lawsuits, damages, injury, costs (including
reasonable attorney's fees) or expenses ("Claims") arising out of or incident to
the  performance  or  nonperformance  of  any  act  or responsibility under this
agreement  by  such  indemnifying  party;  provided that, any indemnity required
under  this  paragraph  shall  exclude  Claims resulting from any consequential,
future  or speculative damages. Notwithstanding the foregoing provisions of this
paragraph, the Company shall indemnify, defend and hold harmless Consultant from
any  all  Claims arising out of or incident to Consultant's actions on behalf of
the  Company,  including  attendance  at  meetings, negotiation and advice, that
involve  the  Company's  financial  and  other  related  matters.

Acceptance
----------

Please  indicate  your  agreement with the terms of this Consulting Agreement by
signing  one  copy  in  the  space  provided  below.

/S/CARLOS MENDOZA, CHAIRMAN
---------------------------

CALYPSO WIRELESS, INC.

/S/RICARDO ESQUIVEL
-------------------

CONSULTANT


<PAGE>
                              CONSULTING AGREEMENT

January 30, 2003

     Re:  Consulting  Engagement  For  Engineering  Services Related to Cellular
     Communications.

     Agreement between CALYPSO WIRELESS, INC. (the "Company") AND MANUEL AGUILAR
     ZUMBADO  (the  "Consultant")

This  consulting  agreement is to confirm the terms of engagement of independent
consultant ("Consultant") to Calypso Wireless, Inc. (the "Company").  Consultant
is  engaged  to  assist  the  Company  with  engineering and software consulting
services,  including  but  not  limited  to  the  following  functions:

      1)    Assistance  with  the  preparation  of  specifications documents and
            software  code  for  voice  and/or data communications over cellular
            networks.



Term of Engagement
------------------

The  term  of  the  engagement  shall  be  until  such  time that the project is
completed  and  satisfied  by  both  parties.

Consulting  Fee
---------------

The  Company  will  issue two million (2,000,000) shares of the Company's common
stock  to  Consultant (Manuel Aguilar Zumbado) for engineering services rendered
starting  September  1999 and to be rendered related to cellular communications.
All  two  million  (2,000,000)  shares  will be issued as free-trade stock.  The
shares  will be forwarded to Consultant as soon as reasonably possible after the
date  this  agreement  is  signed.

Confidentiality
---------------

I  agree  that during the term of this engagement I will not invest, nor promote
the  Company's  publicly traded shares or participate in any activity that is or
may  be  competitive  with the Company, that might create a conflict of interest
with  the  Company,  or  that otherwise might interfere with the business of the
Company,  or  any  affiliate  of  the Company. I also agree that both during the
engagement  and  after  the  engagement  terminates  I  will  neither misuse nor
improperly  disclose any Confidential Information of the Company that I may have
used,  acquired  or  added  to  while  engaged  by  the  Company.  "Confidential
Information" means and includes confidential or proprietary information or trade
secrets that have been developed or used (or will be developed or used) and that
cannot  be  readily obtained by third parties from outside sources. Confidential
Information  includes,  by way of example and without limitation, the following:


<PAGE>
information  regarding assets, investors, customers, employees, contractors, and
the  industry  not  generally  known  to the public; strategies, methods, books,
records,  and  documents;  technical information concerning products, equipment,
services,  and  processes;  procurement  procedures  and pricing techniques; the
names  of  and  other  information concerning customers, investors, and business
affiliates  (such  as contact name, service provided, pricing for that customer,
amount  of  services  used,  credit and financial data, and/or other information
relating  to the Company's relationship with that investor or customer); pricing
strategies and price curves; plans and strategies for expansion or acquisitions;
budgets;  investor lists, customers lists; research; weather data; financial and
sales  data,  trading  terms;  evaluation,  opinions,  and  interpretations  of
information  and  data;  marketing  techniques;  prospective  investors'  names,
investors'  and  customers'  names  and  marks;  grids and maps, electronic data
bases;  models;  specifications;  computer  programs, internal business records;
contracts  benefiting  or obligating the Company; bids or proposals submitted to
any  third  party;  technologies and methods; training processes; organizational
structure;  salaries  of personnel; payment amounts or rates paid to consultants
or  other  service  providers;  and  other  such  confidential  or  proprietary
information.  We  acknowledge  that  this confidential information constitutes a
valuable, special, and unique asset used by the Company and its subsidiaries and
affiliates  in  their  business  to  obtain  a  competitive advantage over their
competitors.  We  agree that upon termination of this engagement, we will return
any  and  all  such  confidential  information  and  delete  such  Confidential
Information  from  any electronic storage devices owned by us (but not computers
and  storage  devices  owned  by  the Company), such as Palm Pilots and notebook
computers,  upon which I may have stored such confidential information. We agree
that  breach  of  these covenants not to disclose Confidential Information shall
cause  immediate  and  irreparable  injury  to  the  Company.

Indemnity
---------

Each  party  shall  indemnify, defend and hold harmless the other party from any
and  all  liability,  loss,  claims, lawsuits, damages, injury, costs (including
reasonable attorney's fees) or expenses ("Claims") arising out of or incident to
the  performance  or  nonperformance  of  any  act  or responsibility under this
agreement  by  such  indemnifying  party;  provided that, any indemnity required
under  this  paragraph  shall  exclude  Claims resulting from any consequential,
future  or speculative damages. Notwithstanding the foregoing provisions of this
paragraph, the Company shall indemnify, defend and hold harmless Consultant from
any  all  Claims arising out of or incident to Consultant's actions on behalf of
the  Company,  including  attendance  at  meetings, negotiation and advice, that
involve  the  Company's  financial  and  other  related  matters.

Acceptance
----------

Please  indicate  your  agreement with the terms of this Consulting Agreement by
signing  one  copy  in  the  space  provided  below.

/S/CARLOS MENDOZA, CHAIRMAN
---------------------------

CALYPSO WIRELESS, INC.

/S/MANUEL AGUILAR ZUMBADO
-------------------------

CONSULTANT


<PAGE>
                                    VOICETECH
                     GLOBAL COMMUNICATIONS WITHOUT DISTANCE


                         Technology Licensing Agreement


This  strategic integration and licensing ("Agreement") made as of this 21th day
                                                                        -----
of  February  2003,  by  and  between  VOICETECH  COMMUNICATIONS  CORP.  USA  or
"Licensor,"  whose  principal  address is 2900 Wilcrest Drive Suite 495 Houston,
Texas  77042  USA;  and  CALYPSO  WIRELESS  INC.,  or "Licensee" whose principal
address  5979  NW  151  St.  Miami  Lakes,  FL  33014.

1.   DEFINITIONS AND UNDERSTANDING

"End-User." A customer that has an End User License.

"End  User  License."  A software license agreement containing provisions and/or
agreements  and  such  other restrictions as are set forth in the User Agreement
and  the  Acceptable  Use  Policy  on  Calypso corporate website, as modified by
VoiceTech  from  time  to time, which shall be applicable for the product in its
entirety,  and the term of which is one year from the date such End User License
is granted or during which time End User account is in good standing, whether or
not  this  Agreement  remains  in  effect  during  its  entire  period.

"Territory." The territory for which the License is granted is worldwide.

"Reseller  Pricing"  This license is granted in accordance with VoiceTech global
pricing  standards  and  must  be resold within these parameters to maintain the
integrity  and  intellectual  technology  value.

"Royalty  Participation  with  Mobile  Carriers  and  ISP"  To  be  defined post
integration  when  revenue  model  has  been  finalized.

2.   LICENSE

Subject  to  the terms and conditions of this Agreement, VoiceTech hereby grants
to  Calypso,  and  Calypso  hereby  accepts from VoiceTech, a non-assignable and
non-transferable  right  and license for three years from the date of execution,
to  use  the  VoiceTech  technology  and  to  grant to its customers an End User
License any where within the Territory.  This license may be renewed or extended
in  accordance  to  current  pricing  standard at the discretion of Calypso with
account  in  good  standing.  The  license  herein  granted  shall  apply to all
modifications  and  improvements to the VoiceTech Technology within the scope of
applicable  modules. It is understood that the primary objective of this license
is  to  modify  and integrate VoiceTech technology as a component of the Calypso
ASNAP  product  offering;  further facilitating the inclusion of VoIP.   Any and
all  modifications  made by VoiceTech to its technology and software as a result
of a request or specification submitted by Calypso is to be exclusively licensed
to  Calypso.

3.   MARKETING

     3.1  Distribution.  Distribution  of VoiceTech technology shall be pursuant
          to  the  terms  and  conditions  of  an End User License. Calypso will
          provide  system hardware and infrastructure pursuant to this agreement
          with  the  appropriate  software  installation  and  enterprise
          configuration  to  host  the  VoiceTech  technology.

     3.2  Prohibitions.  Notwithstanding  any other provision in this Agreement,
          Calypso  shall  not, without the express written consent of VoiceTech:

          3.2.1.  Give  or  make  on  behalf  of VoiceTech any other warranties,
                  conditions, guarantees or representations or vary or modify in
                  any  way  such  warranties,  conditions,  guarantees  or
                  representations  as  given or made by VoiceTech, provided that
                  Calypso  may  itself give or make such warranties, conditions,
                  guarantees  or  representations  that  are  more  favorable to
                  End-Users  upon  the  clear  understanding that any additional
                  liability  shall  be  incurred  solely  by  Calypso and not by
                  VoiceTech,  and  Calypso  shall  indemnify  and hold VoiceTech
                  harmless  from  any such additional liability during and after
                  the  term  of  this  Agreement,  and  such favorable terms and
                  conditions shall terminate upon termination of this Agreement;


<PAGE>
     3.3  Calypso Compliance with Laws. Calypso shall comply with all applicable
          laws,  rules  and  regulations  in  performance  of  its  duties  and
          obligations  in  connection  with  this  Agreement.

     3.4  Calypso  Representation  of  VoiceTech.  Under  no circumstances shall
          Calypso  misrepresent or mislead the features and functionality of the
          VoiceTech  Technology,  or  make  any claims detrimental to VoiceTech.
          Calypso  at  all  times  shall conduct its business in a professional,
          legal  and  ethical  manner  in  accordance  with  applicable  laws.

4.   Warranty.  VoiceTech  hereby  represents  and  warrants  that  it  has  the
     authority to enter into this agreement and that it has the authority of all
     title  and  intellectual  property  rights  in  and  to  resell and develop
     applicable  technology  and, except for the rights granted herein, no other
     person  or  legal  entity  has  any  such  rights.

5.   INFRINGEMENT  OF  PATENTS,  TRADEMARKS  OR  COPYRIGHTS  AND  INTEGRATION

     5.1  VoiceTech  shall  indemnify and hold Calypso harmless from and against
          all  claims,  liabilities,  losses  and  damages,  including,  but not
          limited  to,  litigation costs, expenses, reasonable attorney fees and
          liabilities  relating  thereto  asserted  by  any legal entity against
          Calypso  and/or  VoiceTech  based  upon  any claim of infringement (or
          similar  legal  theory)  of  any U.S. or foreign patent, trade secret,
          trademark, copyright or other intellectual property interest resulting
          from  or  allegedly related to the manufacture, sale, operation or use
          of  products,  documents or materials produced by VoiceTech. VoiceTech
          shall  notify  Calypso  promptly of any matter in respect of which the
          foregoing  indemnity  may  apply and of which VoiceTech has knowledge.
          VoiceTech  shall  defend  such  claims  at its own expense and pay the
          costs  and  damages  and  attorney  fees awarded in any such action or
          claim.  VoiceTech  shall  have  the  right  to control the defense and
          settlement of all such actions or claims. Calypso shall cooperate with
          VoiceTech  in  connection  with  such  settlement  or  defense.

     5.2  Integration  Overview.

VoiceTech Responsibilities:
---------------------------
               -    Provide  modified  version  of  the  current  VoiceTech  SIP
                    client,  the  new version will be a light client without all
                    system features except voice. This client will be capable of
                    sending  and  receiving  SIP calls from the Calypso cellular
                    phones  that  utilize  the  access  points.
               -    Provide  modified  version of the VoiceServer to allow for a
                    totally  automated  call  creation  process  for  IP  to  IP
                    calling,  IP  to  PSTN  calling,  or  PSTN  to  IP  calling.
               -    Provide  documentation  on  modified  client  code
               -    Provide  documentation detailing required information needed
                    by  VoiceServer  from  ASNAP  server to facilitate VoIP call
                    completion.
               -    Training  on  VoiceSYSTEM  operation

          -    Prerequisite  Documentation  Requirement:
               -    Documentation on Calypso phone software
               -    Documentation on ASNAP server

CALYPSO  RESPONSIBILITIES:
               -    Provide documentation on Calypso phone operating system
               -    Provide documentation for communications methods with ASNAP
                    server for the VoiceServer
               -    Provide testing environment with Calypso components for
                    modified VoiceServer code and modified SIP client to assure
                    quality assurance
               -    Provide documentation on signal routing between phone and
                    access point (how IP's and network changes are handled)


Note:  The  afore  mentioned  items  with  regards  to  integration overview are
intended to serve only as a base level development starting point and illustrate
key  areas where integration issues are known at this time, during the course of
development  additional  areas  will  be  identified  and  requirements for both
parties  will  be  modified  accordingly.

6.   PROHIBITIONS:


<PAGE>
     6.1  Notwithstanding the use of the words, "sell," "sale," "resale," or any
          similar  term, nothing herein shall be construed to assign or transfer
          any  intellectual  property  rights  of VoiceTech technology, in which
          VoiceTech  retains  all right, title, and interest subject only to the
          rights  and  license  expressly hereby granted. Calypso agrees that it
          will  not  claim  any  ownership rights in or to VoiceTech technology.

     6.2  No  Copy.  Calypso  shall  not  copy,  reverse  engineer, disassemble,
          decompile, translate, or modify the VoiceTech technology, or grant any
          other person or entity the right to do so without written consent from
          VoiceTech.

     6.3  Trademark use. Calypso shall: reproduce all trademarks, copyrights, or
          other  means  of  identification  used  on or in relation to VoiceTech
          technology;  use  such trademarks in compliance with all relevant laws
          and  regulations;  provide  samples,  and  such  other  materials that
          Interactive  uses  of  such  trademarks,  and  use  such trademarks in
          compliance  with  this  Agreement. Notwithstanding any other agreement
          with  VoiceTech,  Calypso shall not: alter, remove, or tamper with any
          trademarks,  copyrights or other means of identification used on or in
          relation  to  web  builders;  use any of VoiceTech's trademarks, trade
          secrets,  copyrights, or other intellectual property rights in any way
          that  might  prejudice  the  distinction,  validity  or  goodwill  of
          VoiceTech; or acquire any rights and goodwill in the trademarks, trade
          secrets,  copyrights,  and  other  intellectual  property  rights.

7.   PAYMENT

     7.1  Equity  Consideration.  As a component of this agreement, Calypso will
          issue  VoiceTech  OR assigned 1,000,000 (one million) shares of common
          stock  upon signature; to be restricted for a period of 1 year (twelve
          months)  from  contract date as consideration for world wide licensing
          rights  and  engineering/programming  integration  oversight.

     7.2  Royalty/Revenue  Share.  It  is  understood  that  upon  completed
          integration  at which time revenue model with mobile carriers has been
          finalized  that  there  will  be  an ongoing royalty due VoiceTech and
          Calypso be negotiated. Royalty/Revenue from service fees with be split
          50/50  between  Voicetech  and  Calypso.

     7.3  Report  and  Payment. Amounts due as a result of Royalty/Revenue Share
          shall  be paid to VoiceTech for each month, no later than the 15th day
          after  the  end  of  the month for which such amounts accrued. Calypso
          shall  report relevant sales to VoiceTech on a monthly basis with such
          payment. The form of such report shall be mutually agreed by VoiceTech
          and Calypso. Payment shall be made by wire transfer in accordance with
          wiring  instructions  provided  from  time  to  time  by  VoiceTech.

     7.4  Taxes.  Calypso  shall  have  sole  responsibility  for  collecting,
          reporting,  and/or  paying  all  income,  sales,  excise,  property,
          value-added  tax,  and  other  taxes  imposed  by  any  governmental
          authority,  as  they  pertain  to  Calypso'  duties,  obligations, and
          performance  hereunder.  Without  limiting  the  generality  of  the
          foregoing,  Calypso  shall be responsible for reporting and paying all
          customs, import, and remittance duties or assessments arising from the
          import  the  basic  courses  into  any  and  all  countries.

     7.5  Audit. VoiceTech, or any agent authorized by VoiceTech, shall have the
          right  at  all  reasonable  times,  upon seven (7) calendar days prior
          written  notice, to audit Calypso' relevant books and records in order
          to  determine  whether Calypso is in compliance with the terms of this
          Agreement  and  to  verify  the  amount  and  accuracy  of payments to
          VoiceTech  made  under  this  Agreement.  Calypso agrees to reasonably
          cooperate and provide all reasonably necessary documentation to enable
          VoiceTech or its agent to conduct such audit. VoiceTech shall bear the
          expense  of  any  such  audit;  provided  that  if  such audit reveals
          underpayments  to  VoiceTech  in  an amount exceeding 5% of the amount
          owed  to  VoiceTech, then Calypso shall bear the expense of the audit.
          This  right  will survive termination of the Agreement for a period of
          one  year.

8.   LIMITED  WARRANTY,  DISCLAIMER,  AND  LIMITATIONS

     8.1  VoiceTech  will  use  commercially  reasonable efforts to maintain the
          currency  of  the  technology  and  enhancements  of VoIP platform and
          towards  that  end shall provide at least annual updates and additions
          when  appropriate.  VoiceTech  will  also  provide reasonable customer
          support  by  providing and updating frequently asked questions section
          and  email  response  to  Calypso technical support questions beyond a
          basic  scope  in  a  timely  fashion.

     8.2  VoiceTech  provides  VoIP  Platform only to the warranties included in
          this  Agreement.  VoiceTech  warrants  that  basic  courses  are
          substantially  "bugless" or error free, that its operation is scalable
          and  its  use shall be uninterrupted, that functions contained therein
          will  meet  End-User's reasonable requirements, and that it works with
          an  industry  standard  configuration. VoiceTech disclaims any and all
          promises,  representations,  and  warranties,  except as expressly set


<PAGE>
          forth  in  this  Agreement.  These warranties are in lieu of all other
          warranties, express or implied, oral or written, with respect to basic
          courses  including,  without  limitation,  the  implied  warranties of
          conformance  to  samples, merchantability and fitness for a particular
          purpose.

9.   Limitation  of Liability. UNDER NO CIRCUMSTANCES, SHALL VOICETECH BE LIABLE
     FOR  LOSS  OF  DATA OR RECORDS THAT MAY ARISE IN CONNECTION WITH THE USE OF
     VOIP  PLATFORM,  INDIRECT,  SPECIAL,  EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL
     DAMAGES  (INCLUDING,  WITHOUT  LIMITATION,  DAMAGES  FOR  LOSS  OF BUSINESS
     PROFITS,  BUSINESS  INTERRUPTION,  LOSS  OF  BUSINESS INFORMATION, OR OTHER
     PECUNIARY  LOSS),  REGARDLESS  OF  WHETHER  VOICETECH  WAS  ADVISED  OF THE
     POSSIBILITY  OF  SUCH  DAMAGES.  SOME  JURISDICTIONS  DO  NOT ALLOW FOR THE
     EXCLUSION OR LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, OR
     THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS
     OR  EXCLUSIONS  MAY  NOT  APPLY  TO  CALYPSO.  NOTWITHSTANDING  ANY  OF THE
     FOREGOING,  THE  MAXIMUM  LIABILITY  OF  VOICETECH  TO  CALYPSO  UNDER THIS
     AGREEMENT  SHALL  NOT  EXCEED  IN  THE AGGREGATE THE AMOUNT OF THE PAYMENTS
     ACTUALLY  RECEIVED  BY  VOICETECH  FROM  CALYPSO  FOR  VOIP  PLATFORM.

10.  INDEPENDENT  CONTRACTOR.  Each  party  hereto  shall  be  and  remain  an
     independent contractor and nothing herein shall be deemed to constitute the
     parties  as  partners.  Further,  neither party shall have any authority to
     act, or attempt to act, or represent itself, directly or by implication, as
     an  agent  of  the  other  or in any manner assume or create, or attempt to
     assume  or create, any obligation on behalf of or in the name of the other,
     nor  shall  either  be  deemed  the  agent  or  employee  of  the  other.

11.  TERM  AND  TERMINATION.  This  Agreement  shall be effective as of the date
     first  set  forth above and shall continue in effect for a minimum of three
                                                                           -----
     years  so long as Calypso continues selling user licenses for VoIP Platform
     -----
     or  the  Agreement  is  terminated.

     11.1 If  either  party materially defaults on its obligations hereunder and
          fails  to cure its default, if such default is capable of cure, within
          thirty  (30)  days  after  having  been  given notice of such default.

     11.2 Immediately  at  any time that VoiceTech VoIP Platform become obsolete
          or  unmarketable  with  reasonable  effort  and termination payment of
          unpaid  royalties  per  7.1

     11.3 Immediately  and  without any requirement of notice, in the event that
          (a) VoiceTech files a petition in bankruptcy; files a petition seeking
          any  reorganization,  arrangement, composition or similar relief under
          any  law  regarding  insolvency  or  relief  for  debtors; or makes an
          assignment  for  the  benefit of creditors; (b) a receiver, trustee or
          similar  officer  is  appointed  for  the  business  or  property  of
          VoiceTech; (c) any involuntary petition or proceeding under bankruptcy
          or  insolvency  laws  is instituted against such party and not stayed,
          enjoined,  or  discharged  within  60  days; or (d) VoiceTech adopts a
          resolution  for,  or  undertakes  to  effect  a, discontinuance of its
          business  or  dissolution.

     11.4 By notifying VoiceTech of its decision at least thirty (30) days prior
          to  the  proposed  termination  date,  in  the  event  that  Calypso
          discontinues  all  basic  course  license distribution and termination
          payment  of  unpaid  royalties  per  7.1


12.  NOTICES All notices required herein to be in writing, will be deemed given:
     (i) five (5) working days after having been sent by registered or certified
     mail,  return  receipt requested, postage prepaid; (ii) one (1) working day
     after  deposit  with  a  commercial  overnight  carrier,  with  written
     verification  of  receipt,  or  (iii)  upon  personal  delivery.  All
     communications  will  be sent to the addresses set forth in the preamble to
     this Agreement, or to such other address as may be designated by a party by
     giving  written  notice  to  the  other  party  pursuant  to  this.

13.  GENERAL

     13.1 Entire  Agreement.  The  provisions  herein  constitute  the  entire
          agreement  between  the  parties  with  respect  to the subject matter
          hereof  and  supersede  all prior agreements, oral or written, and all
          other communications relating to the subject matter hereof, except the
          Confidentiality,  Non-Disclosure  and NON-CIRCUMVENTION Agreement/s or
          such  other  similar  agreement/s  dated or signed simultaneously with
          this  Agreement,  which  governs  all  confidential  and  proprietary
          information  of Calypso and VOICETECH. No amendment or modification of


<PAGE>
          any  provision of this Agreement will be effective unless set forth in
          a  document  that  purports to amend this Agreement and is executed by
          both  parties.

     13.2 Waiver.  No  waiver  by either of the parties to this Agreement of any
          condition, term or provision hereof shall be valid unless set forth in
          an  instrument  in writing signed on behalf of such party, and no such
          waiver  shall be deemed a waiver of any preceding or subsequent breach
          of  the  same  of  any  other  condition,  term  or  provision of this
          Agreement.

     13.3 Assignment.  Assignment  or  transfer  of  this Agreement requires the
          prior  written  consent  of  the  other  party,  except  by  merger,
          reorganization,  consolidation  or sale of all or substantially all of
          the  party's  assets;  provided  that  upon notice to the other party,
          either  party may assign this Agreement to an affiliate of such party.

     13.4 Force  Majeure.  Neither  party  shall  be  held liable for failure to
          fulfill  its obligations hereunder if such failure is due to a natural
          calamity, act of government, or other cause beyond the control of such
          party.

     13.5 Days.  Should  the  date  on which any payment or other performance of
          either of the parties hereto is due fall on a date that is a Saturday,
          Sunday or legal holiday (recognized as such by the Federal Government)
          or  such  other  holiday  recognized  by one of the parties (together,
          "Holiday"),  then  payment  or  performance shall not be due until the
          next  day  which  is  not  a  Saturday,  Sunday  or  Holiday.

     13.6 Governing  Law.  The  validity,  construction, and performance of this
          Agreement shall be governed by the laws of the state of Texas, without
          regard  to  the  conflicts  of  laws  principles  thereof.

     13.7 Consent  to Jurisdiction. Both parties consent to the jurisdiction and
          proper  venue  of  Houston,  Texas,  in  connection with any action or
          lawsuit  instituted  to  enforce  any  provision  of  this  Agreement.

     13.8 Severability. If any provision of this Agreement is held by a court of
          competent jurisdiction to be contrary to law, the remaining provisions
          of  the  Agreement  will  remain  in  full  force  and  effect.

14.  Rights  Outside  of Agreement. Nothing contained in this Agreement shall be
     construed  as  limiting rights that the parties may enjoy outside the scope
     of  the  licenses granted and the obligations and restrictions set forth or
     treated  herein.

15.  Captions.  The captions and headings contained in this Agreement and in the
     Exhibits  attached hereto are for reference purposes only and are not to be
     construed  as  part  of  the  agreements  between  the  parties.

16.  Counterparts.  This  Agreement may be executed in two or more counterparts,
     each  of  which shall be deemed to constitute an original, but all of which
     together  shall  constitute  one  and  the  same  instrument.

          In  Witness Whereof, VoiceTech Communications and Reseller have caused
          this  Agreement  to  be  signed  by  their  respective duly authorized
          officers  as  of  the  day  and  year  above  written.

     AGREED AND ACCEPTED:

Technology Licensee:
Calypso Wireless, Inc.

/s/Carlos Mendoza
-----------------
Carlos Mendoza, Chairman

Technology Licensor:
VoiceTech Communications Corp. USA


/s/Jarrod R. Erwin
------------------
Jarrod R. Erwin, Director


<PAGE>
                                February 22, 2003



Carlos Mendoza
Chairman
Calypso Wireless
5979 N.W. 151 St
Miami Lakes, Fl  33014



Dear  Carlos,

     We are pleased that Calypso Wireless, Inc. ("Calypso" or the "Company") has
chosen  to  engage  D.E.  Wine Investments, Inc ("DEW") as its financial advisor
with respect to investment banking activities .  We look forward to working with
you  on  this  engagement, and have set forth below the agreed upon terms of our
engagement.

1.  SERVICES
------------

We  agree  with  the  Company that, as requested by the Company, we will seek to
assist the Company to privately or publicly place the Company's debt, equity, or
other  securities  (each  share  a "Security" and collectively the "Securities")
with  individual,  financial  and/or  strategic  investors (a "Financing").  The
placement,  if  any,  would  be  made  on  terms  you  and we would agree on, as
reflected  in  agreements to be entered into between you and the purchasers.  In
the  course  of  our  engagement,  DEW  would work with you to contact potential
investors, solicit interest from such parties, and assist you in negotiating the
terms  of  the  Securities  and  the  investment  by  the  purchasers.

2.  FEES  AND EXPENSES.  For our services hereunder, the Company will pay to DEW
----------------------
the following fees, net of any withholding taxes:

     (a)  a  non-refundable  retainer  fee of 10,000 free-trading shares payable
          immediately  upon the Company's execution hereof (the "Retainer Fee"):
          plus

     (b)  a  fee  (the  "Financing Fee") consisting off (a) a cash placement fee
          (the  "Cash  Placement  Fee")  equal to 5% of the Financing Amount and
          payable  at  the  closing  of  the Financing, where "Financing Amount"
          shall mean the aggregate gross proceeds of the Debt Securities sold in
          the  Financing,  or  in the case of equity financing the fee of 10% of
          the  first  million dollars, 8% of the second million, 6% of the third
          million,  4%  of  the  forth million, and 2% of everything thereafter,
          plus
          (b)  a  stock placement fee (the "Stock Placement Fee") payable at the
          closing  of  the  financing, equal to the following: 30,000 shares for
          the  first  million dollars of financing, 30,000 shares for the second
          million,  and  10,000  shares  for  each subsequent million dollars of
          financing after the first two million dollars of financing. All shares
          issued  per  this  section  will  be  restricted  common  stock of the
          company,  non-dilutable, and will not be subject to any future reverse
          splits.
          Additionally,  the  company  will grant piggy-back registration rights
          for  all  shares issued pursuant to this section for any future public
          offering  of the company's stock. The cash placement fee and the stock
          placement  fee  will  be  payable on a prorate basis for any financing
          amount  which  falls  between  the  million  dollar  breakpoints.

     (c)  a  grant  to  DEW  of a seven-year warrant (the "Warrant") to purchase
          common  stock  of  the  Company  at  an  exercise price per share (the
          "Exercise  Price')  equal  to  the  price  paid  per  share  (on  a
          converted-to-common basis) for each Security, and also containing such
          other  terms  as  are  customarily granted to us. The number of shares
          purchasable  under the Warrant will be equal to 10.0% of the Financing
          Amount.

          DEW  will  be  entitled  to the Financing Fee based on the total gross
          proceeds raised in this Financing regardless of the source of funds or
          the  source  of  investors.


<PAGE>
          In  addition  to  the  fees payable to DEW hereunder and regardless of
     whether any Financing is proposed or consummated, the Company will promptly
     reimburse  DEW,  from  time  to  time  upon  request,  for  all  reasonable
     out-of-pocket  expenses  (excluding  travel  and  day  to  day  operational
     expenses)  incurred  in  performing  our  services  hereunder,  including
     reasonable  fees  and  expenses  of  our  legal counsel, provided that such
     expenses  shall not exceed $5,000.00 without prior approval of the Company.


3.  USE OF INFORMATION; FINANCING MATTERS.
-----------------------------------------

     a.   The  Company  recognizes  and  confirms that DEW in acting pursuant to
          this  engagement  will  be  using  publicly  available information and
          information  in  reports  and  other  materials  provided  by  others,
          including, without limitation, information provided by or on behalf of
          the  Company,  and that DEW does not assume responsibility for and may
          rely,  without  independent  verification,  on  the  accuracy  and
          completeness of any such information. The Company agrees to furnish or
          cause  to be furnished to DEW all necessary or appropriate information
          for  use in its engagement and hereby represents and warrants that any
          information  relating  to the Company or a Financing that is furnished
          to  DEW by or on behalf of the Company will be true and correct in all
          material  respects  and  not  misleading.  The Company agrees that any
          information or advice rendered by DEW or any of our representatives in
          connection  with  this  engagement  is for the confidential use of the
          Company  only  in  its  evaluation of a Financing and the Company will
          not,  and  will  not  permit  any third party to, use it for any other
          purpose  or disclose or otherwise refer to such advice or information,
          or  to  DEW,  in  any  manner  without  our  prior  written  consent.

     b.   Each of the Company and DEW agrees to conduct any offering and sale of
          securities  in any Financing in accordance with applicable federal and
          state securities laws, and neither the Company nor DEW, nor any person
          acting  on behalf of either of them, will offer or sell any securities
          in  a  Financing  by  any  form  of  general  solicitation,  general
          advertising,  or  by  any  other  means  that would be deemed a public
          offering  under  applicable  law.  DEW  has  no obligation, express or
          implied,  to purchase or underwrite any Financing or to itself provide
          any  type of financing to the Company, or to solicit investors outside
          the  United  States.  The Company will promptly from time to time take
          such  action, if the Company desires to pursue a Financing, as DEW may
          reasonably  request  to  qualify  the Financing as a private placement
          under  the  securities  laws  of  such  states  as  DEW may reasonably
          request.



4.  CERTAIN  ACKNOWLEDGEMENTS.  The  Company  acknowledges  that  DEW  has  been
-----------------------------
retained  solely  by the Company, and not as an advisor to or agent of any other
person, and that the Company's engagement of DEW is as an independent contractor
and  not in any other capacity including as a fiduciary.  DEW may, to the extent
it  deems  appropriate, render the services hereunder through one or more of its
affiliates.  Neither  this  engagement,  nor  the  delivery  of  any  advice  in
connection  with  this engagement, is intended to confer rights upon any persons
not  a  party  hereto (including security holders, employees or creditors of the
Company)  as  against  DEW  or  our  affiliates  or  their respective directors,
officers,  agents  and  employees.  DEW  may,  at  our  own  expense,  place
announcements  or advertisements in financial newspapers and journals describing
our  services  hereunder.

5.  AGREEMENT  TO  ARBITRATE.   The  Company  and  DEW  hereby  agree  that  all
----------------------------
controversies  which  may  arise  between  us  concerning any transaction or the
construction,  performance, or breach of this or any other agreement between us,
whether  entered  into  prior,  on  or  subsequent  to the date hereof, shall be
determined  by  arbitration.  Any arbitration shall be conducted pursuant to the
Federal  Arbitration  Act before the National Association of Securities Dealers,
Inc.

6.  TERMINATION  OF  ENGAGEMENT.  DEW's  engagement  will  commence  on the date
-------------------------------
hereof and will continue until the earlier of the consummation of a Financing or
6  months  after  the  date hereof, unless extended by mutual written consent or
earlier  terminated  as provided below.  Either the Company or DEW may terminate
this  agreement  at  any time, with or without cause, by giving not less than 90
days  written  notice  to  the  other  party;  provided,  however,  that no such
                                               --------   -------
termination will affect the matters set out in this section or sections 2, 3, 4,
5, or 7.  It is expressly agreed that following the expiration or termination of
this  agreement,  DEW  will continue to be entitled to receive fees as described
above  that have accrued prior to such expiration or termination but are unpaid,
as  well  as  reimbursement  for  expenses  as  contemplated  above.


<PAGE>
It  is  also  expressly  agreed  that, if during a period of 12 months following
termination of this Agreement, the Company sells any securities of the same or a
similar  class as the Securities through a private placement to purchasers which
(x)  were  contacted  by  us in our capacity as placement agent hereunder or (y)
were  contacted by the Company (or its affiliates or representatives) during the
term  hereof,  you  will  pay  us  a  fee equal to the fee which would have been
payable  to  us  pursuant  to Section 2 if the placement had occurred during the
term  of  this  agreement.

7.  MISCELLANEOUS.  This  agreement  is  governed  by  the  laws of the State of
-----------------
Texas,  without  regard to conflicts of law principles, and will be binding upon
and  inure to the benefit of the Company and DEW and their respective successors
and  assigns.  The  Company  and DEW agree to waive trial by jury in any action,
proceeding  or counterclaim brought by or on behalf of either party with respect
to  any  matter  whatsoever relating to or arising out of any actual or proposed
transaction  or  the  engagement  of  or  performance  by DEW hereunder.    This
agreement  may  be  executed in two or more counterparts, each of which shall be
deemed  to  be  an  original, but all of which shall constitute one and the same
agreement.


We  are delighted to accept this engagement and look forward to working with you
on  this  matter.  Please  confirm that the foregoing is in accordance with your
understanding  of  our  agreement  by signing and returning to us a copy of this
letter.



                                Very truly yours,

D.E. Wine Investments, Inc.


/s/  Duncan E. Wine
---------------------
Duncan E. Wine, President


Accepted and agreed to as of the date set forth above:

Calypso Wireless Inc.


/s/Carlos  Mendoza
------------------
Carlos Mendoza, Chairman & CEO


<PAGE>