Exhibit  10.5  Employment  Agreement  of  Adam  Cogley

                              EMPLOYMENT AGREEMENT

     This  AGREEMENT  (the  "Agreement")  is  made  as of December 27, 2001 (the
"Effective  Date"),  by  and  between  International  Wireless, Inc., a Delaware
corporation  with  its  headquarters  located at 120 Presidential Way, Suite 310
Woburn,  Massachusetts (the "Employer"), and Adam J. Cogley (the "Executive") of
6  Gunnison  Road, Boxford, Massachusetts 01921.  In consideration of the mutual
covenants  contained  in this Agreement, the Employer and the Executive agree as
follows:

     6.     Employment.  The  Employer  agrees  to  employ the Executive and the
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Executive  agrees to be employed by the Employer on the terms and conditions set
forth  in  this  Agreement.

     7.     Capacity.  The  Executive  shall serve the Employer as the Treasurer
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and  Corporate Controller for the Employer.  In such capacity or capacities, the
Executive  shall  perform  such  services  and  duties  in  connection  with the
business,  affairs and operations of the Employer as assigned to the position of
Treasurer  and  Corporate  Controller.

     8.     Term.  Subject  to  the  provisions  of  Section  6,  the  term  of
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employment pursuant to this Agreement (the "Term") shall be three (3) years from
the  Effective  Date  and  shall be renewed automatically for periods of one (1)
year  commencing  at  the  third  anniversary  of the Effective Date and on each
subsequent  anniversary thereafter unless either party terminates this agreement
as  permitted  herein.

     9.     Compensation  and  Benefits.  The  regular compensation and benefits
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payable  to  the  Executive  under  this  Agreement  shall  be  as  follows:

     10.     Salary.  For  all  services  rendered  by  the Executive under this
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Agreement,  the  Employer  shall pay the Executive a salary (the "Salary") at an
initial  annual rate of $60,000 ($5,000 per month), commencing January 15, 2002,
increasing to $67,500 ($5,625 per month) on August 1, 2002. Based on the company
meeting,  or  substantially  meeting  certain  revenue  goals  laid  out  in the
quarterly forecast of the company, the Executive's salary shall further increase
to  $80,000  ($6,666.67  per  month)  on  January  15,  2003  and  a  further 4%
semi-annually thereafter. These goals will be agreed to by the Executive and the
Company  prior to Feb 1, 2002. Should the Executive complete a Masters Degree in
Business  Administration,  Finance,  Accounting  or other business related field
during  the  Term, the Executive's salary shall immediately increase to $120,000
per  year  ($10,000  per  month)  and  shall continue to increase upon the first
anniversary  of  this  agreement  a  further  4%, semi-annually thereafter.  The
Executive's  salary is subject to further increases subject from time to time at
the  discretion  of  the  Board  of  Directors.  The  Salary shall be payable in
periodic  installments  in accordance with the Employer's usual practice for its
employees.

          (a)     Performance  Bonus.  The Executive shall be paid a performance
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bonus  under  terms  outlined  by  the  Executive  Compensation  Committee  of
International  Wireless,  Inc.,  with  a  minimum  annual  bonus  of  5%  of the
Executive's  average  annual  salary,  to  be  paid  at  the  end  of each year.


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          (b)     Commission.  The  Executive  shall be paid a commission on all
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sales,  revenue,  mergers,  acquisitions,  asset  sales/purchases,  partnership
transactions  or arrangements in which the Executive initiated, or substantially
effected  a  positive  outcome,  to  the benefit of the Employer. The commission
shall  be  no  less  than  half the total available commission being paid by the
Employer.  In  the  case  that  such  a transaction yields a recurring financial
benefit to the Employer, the Executive shall continue to receive the established
commission for the life of the transaction, regardless of the Executive's status
with  the Employer, including, but not limited to, termination for any reason or
the  expiration  of  this  contract.

          (b)     Automobile  Allowance. Starting  on  September  1,  2002,  the
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Executive  shall  be  entitled  to a $400 per month automobile allowance for the
remaining  term of his employment based on the company meeting, or substantially
meeting certain revenue goals laid out in the quarterly forecast of the company.
These  goals  will be agreed to by the Executive and the Company prior to Feb 1,
2002.  This  allowance  shall continue regardless of the Executive's status with
the  Employer,  including, but not limited to, termination for any reason or the
expiration  of  this  contract.

          (c)     Benefits.  The  Executive  shall be entitled to participate in
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any  employee  benefit  plans  which  the  Employer may from time to time put in
effect  for  executives,  provided  that  the  Executive  is  eligible  for such
benefits,  including  but  not  limited to short and long term disability plans,
retirement  plans, and other group plans. The Executive shall receive fully paid
coverage  of health and dental insurance, provided the Executive is eligible for
such  benefits,  life  insurance  equal to two (2) times annual salary, four (4)
weeks  paid  vacation,  personal  time  and  floating  holidays,  subject to the
approval  of  the Board of Directors. The Executive shall also be reimbursed for
all  business  related  expenses  in accordance with the Employer's policies. In
addition,  educational expenses incurred by the Executive in the area of general
business  administration,  finance,  or  other business related fields, shall be
paid  by  the  Employer and considered as professional development. The Employer
shall  reimburse  the  Executive  for  all other educational expenses, up to the
maximum  allowed  by  law,  currently  $4,000.00 per year. Such participation in
benefits  shall  be  subject  to  applicable  law.

          (d)     Taxation  of  Payments  and  Benefits.  The  Employer  shall
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undertake  to  make  deductions,  withholdings  and  tax reports with respect to
payments  and benefits under this Agreement to the extent that it reasonably and
in good faith believes that it is required to make such deductions, withholdings
and  tax  reports.  Payments under this Agreement shall be in amounts net of any
such  deductions  or withholdings.  Nothing in this Agreement shall be construed
to require the Employer to make any payments to compensate the Executive for any
adverse tax effect associated with any payments or benefits or for any deduction
or  withholding  from  any  payment  or  benefit.

     6.     Stock  Options  for  the  Executive.  As  part  of  the  Executive's
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compensation  throughout  2001,  the  Executive  shall receive from the Employer
112,500 fully registered, qualified statutory stock options, at $0.46 per share,
contingent  upon  the  Employer closing its Merger with Origin Investment Group,
Inc. (Appendix A) as of the Effective Date and in accordance with the Employer's
Stock  Option  Plan.  These  options  shall  vest  quarterly  in  equal pro rata
installments  over  three (3) years, beginning March 31, 2002, but will be fully
vested  upon  an  IPO, merger, acquisition, or sale of the Company, further than
those  referenced  above.  This  vesting  schedule  may  be  changed upon mutual


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agreement  of  the  Executive  and  the  Board  of  Directors  of  the Employer.
Notwithstanding  any  other provision in this agreement or other agreements, the
vested  options  shall  survive  termination  of this Agreement and shall remain
exercisable  subject  to  the  terms of the Stock Option Plan and the applicable
Stock  Option  Agreement.  The Executive shall also receive additional incentive
Stock  Options  from time to time under the Employer's 2002 Stock Option Plan as
determined  by  the  Board  of  Directors  at  their  sole  discretion.

     6.     Termination  and  Termination  Benefits.  Notwithstanding  the
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provisions  of  Section 3, the Executive's employment under this Agreement shall
terminate  under the following circumstances set forth in this Section 6. Unless
otherwise  specifically provided in this Agreement or otherwise required by law,
all  compensation  and benefits payable to the Executive under Section 5 of this
Agreement  shall  terminate  on  the  date  of  termination  of  the Executive's
employment  under this Agreement, except as to wages, bonus and benefits accrued
through  the  date  of  termination.

          (a)     Termination  by  the  Employer  for  Cause.  The  Executive's
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employment  under  this  Agreement  may  be terminated for cause without further
liability  on  the part of the Employer effective immediately upon a vote of the
Board  of  Directors  and  written  notice to the Executive.  Only the following
shall  constitute  "cause"  for  such  termination:

               (i)     the  conviction  of  the Executive for a felony involving
moral  turpitude,  deceit,  dishonesty  or  fraud;

               (ii)     gross  negligence, willful misconduct or insubordination
of the Executive with respect to the Employer or any affiliate of the Employer ,
which  the Executive fails to cure within thirty (30) days of receiving a notice
from  the  Employer  of  such  gross  negligence,  willful  misconduct  or
insubordination.

          (b)     Termination  by  the  Executive.  The Executive, may terminate
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the  Executive's employment under this Agreement, by written notice to the Board
of  Directors,  at  any  time  and  without  penalty  to  the  Executive.

          (c)     Termination  by  the  Employer  Without Cause.  Subject to the
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payment  of  Termination  Benefits  pursuant  to  Section  6(d), the Executive's
employment  under this Agreement may be terminated by the Employer without cause
upon  written  notice  to  the  Executive  by  a vote of the Board of Directors.

          (d)     Certain  Termination  Benefits. Notwithstanding the foregoing,
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in  the  event  of  termination  of the Executive's employment with the Employer
pursuant  to  Section  6(c)  above,  or  Section  6(f) below, the Employer shall
provide  to  the  Executive  (or  to  the Executive's estate, if applicable) the
following  termination  benefits  ("Termination  Benefits"):

               (i)     vesting of 100% of  all stock options, and payment to the
Executive  of  a  sum  equal  to  six month's salary at the rate in effect under
Section 4(a) and paid in a lump sum, on the last effective date of employment of
the  Executive;  and

               (iv)     continuation of group health plan benefits to the extent
authorized by and consistent with 29 U.S.C. Sec. 1161 et seq. (commonly known as
"COBRA"),  with  the cost of the regular premium for such benefits shared in the
same  relative  proportion by the Employer and the Executive as in effect on the
date  of  termination.


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               (v)     If  the  business entity known as International Wireless,
Inc.  is sold either in whole or in part or otherwise disposed of, the Executive
shall be entitled to a cash payment equal to four (4) times the Executive's base
salary  on  the  effective  date  of  the  transaction

Notwithstanding  the  foregoing, nothing in this Section 6(d) shall be construed
to  affect  the  Executive's right to receive COBRA continuation entirely at the
Executive's  own  cost  to  the  extent  that  the  Executive may continue to be
entitled  under  law  to  COBRA continuation after the Executive's right to cost
sharing  under  Section  6(d)(ii)  ceases.

          (e)     Death or Disability.  If the Executive shall die, the Employer
shall  pay the Executive's estate an amount equal to the Executive's full Salary
that  would  have been payable for a period of time equal to six (6) months from
the  time of death or disability. If the Executive shall be disabled so as to be
unable  to  perform  the  essential  functions  of the Executive's then existing
position  or  positions  under  this  Agreement with reasonable accommodation as
reasonably  determined  by  the  Board  of Directors, the Board of Directors may
remove  the Executive from any responsibilities and/or reassign the Executive to
another  position  with the Employer for the remainder of the Term or during the
period  of  such  disability.  Notwithstanding any such removal or reassignment,
the  Executive  shall  continue to receive the Executive's full Salary (less any
disability pay or sick pay benefits to which the Executive may be entitled under
the  Employer's policies) and benefits under Section 4 of this Agreement (except
to the extent that the Executive may be ineligible for one or more such benefits
under  applicable plan terms) for a period of time equal to the remainder of the
Term.  Nothing  in this Section 6(e) shall be construed to waive the Executive's
rights, if any, under existing law including, without limitation, the Family and
Medical  Leave  Act  of  1993, 29 U.S.C. Sec.2601 et seq. and the Americans with
Disabilities  Act,  42  U.S.C.  Sec.12101  et  seq.

          (f)     Termination  Following a Corporate Transaction. If, within one
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(1)  year  following  a  Corporate Transaction described in Section 6(f)(i), the
Executive's  employment  is terminated by the Employer (or its successor) or the
Executive  as  a result of the occurrence of any of the Changes in Circumstances
listed in Section 6(f)(ii), the Employer (or its successor) shall provide to the
Executive  (or  the  Executive's estate, if applicable) the Termination Benefits
pursuant  to  Section  6(d)  above.

               (i)     Corporate Transaction shall mean the occurrence of one or
more  of  the  following  events:

                    (A)     the  closing  of  a  merger  or consolidation of the
Employer  with any other corporation or other entity, other than (1) a merger or
consolidation  which  would  result  in  the  voting  securities of the Employer
outstanding  immediately  prior  thereto  continuing  to  represent  (either  by
remaining  outstanding  or  by  being  converted  into  voting securities of the
surviving  entity) more than fifty percent (50%) of the combined voting power of
the  voting  securities  of  the  Employer  or such surviving entity outstanding
immediately  after such merger or consolidation or (2) a merger or consolidation
effected  to  implement  a  recapitalization  of  the  Employer  (or  similar
transaction)  in  which  no "person" (as hereinabove defined) acquires more than
fifty  percent  (50%)  of  the  combined  voting  power  of  the Employer's then
outstanding  securities;  or


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                    (B)     the  closing  of  a  plan of complete liquidation of
the Employer or the closing of the sale or disposition by the Employer of all or
substantially  all  of  the  Employer's  assets.

               (ii)     It  shall  be a "Change in Circumstances" referred to in
Section  6(f)  above  if any one of the following occurs and is not cured by the
Employer  (or its successor) within thirty (30) days of notice by the Executive:

                    (A)     a  reduction  of  the  Executive's  salary;  or

                    (B)     a  significant  change  in  the  Executive's
responsibilities  and/or  duties  which  constitutes,  when  compared  to  the
Executive's  responsibilities  and/or  duties  before the Change of Control;  or

                    (C)     a material loss of title or office, which term shall
include  without  limitation  the failure of the Board of Directors to elect the
Executive  to  the  positions  listed  in  Section  2;  or

                    (D)     the relocation of the offices at which the Executive
is  principally employed as of the Corporate Transaction to a location more than
thirty  (30)  miles  from  such offices, which relocation is not approved by the
Executive.

     7.     Confidential  Information,  Noncompetition  and  Cooperation.
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          (a)     Definitions.  For  purposes  of  this Section 7, the following
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terms  shall  have  the  following  meanings:

               (i)     "Confidential Information" means information belonging to
the  Employer  whether  reduced  to  writing  (or  in  a  form  from  which such
information  can  be  obtained,  translated,  or  derived into reasonably usable
form),  or  maintained  in  any other manner, which derives independent economic
value from not being readily known to or ascertainable by proper means by others
who  can  obtain  economic value from the disclosure or use of such information,
including  without  limitation,  financial  information, reports, and forecasts;
inventions,  improvements  and  other  intellectual  property;  trade  secrets;
know-how;  designs, processes or formulae; software; market or sales information
or  plans; customer lists; and business plans, prospects and opportunities (such
as possible acquisitions or dispositions of businesses or facilities) which have
been  discussed  or  considered by the management of the Employer.  Confidential
Information  also  includes information developed by the Executive in the course
of  the  Executive's  employment  by the Employer. Confidential Information also
includes  the  confidential  information of others with which the Employer has a
business  relationship.  Notwithstanding the foregoing, Confidential Information
does  not include information (A) of which the Executive presently has knowledge
or which is in the Executive's possession on the date hereof and of which he did
not learn through its contact with the Employer previous to the date hereof; (B)
which  is presently publicly available or a matter of public knowledge generally
or becomes publicly known through no wrongful act of the Executive; (C) which is
lawfully received by the Executive from a third party who is or was not bound in
any  confidential  relationship  to  the  Employer;  (D)  disclosure of which is
necessary to comply with law or the valid order or requirement of a governmental
agency  or  court  of  competent  jurisdiction; or (E) which is disclosed by the
Employer  to  a  third  party  without  similar  restrictions  regarding further
disclosures.


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               (ii)     "Inventions  and  Developments"  means  any  and  all
inventions,  developments,  creative  works  and useful ideas of any description
whatsoever, whether or not patentable, including without limitation, discoveries
and  improvements  which  consist  of  or  relate  to  any  form of Confidential
Information.

               (iii)     "Employer-Related  Inventions  and  Developments" means
all  Inventions  and  Developments  which  relate  at  the time of conception or
development  to  the actual or demonstrably anticipated business or research and
development  activities of the Employer, and either (A) result from or relate to
any  work  performed  for  the  Employer,  whether or not during normal business
hours; (B) are developed on Employer work time; or (C) are developed through the
use of Confidential Information, or the Employer's equipment, software, or other
facilities or resources.  Notwithstanding any other provision of this Agreement,
specifically  excluded  from  this Agreement are Inventions and Developments and
Businesses  conceived  or  managed  by  the Executive or specifically related to
Atlantic Ventures Management, Young Technology Fund, L.P., Young Technology Fund
II,  L.P.,  Young  Management  Group, L.P., Standard MEMS, Inc., or TeleHubLink,
Inc.

               (iv)     "Business"  means  business  endeavors that the Employer
currently  engages  in  or  may commence or prepare to commence during the Term.

               (v)     "Restricted  Term"  means  the Term including any and all
renewals  thereof  and  the  period  ending five (5) business days following the
termination  of  the  Executive's  employment  with  the Employer, regardless of
reason.

          (b)     Confidentiality.  The  Executive  understands  and agrees that
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the  Executive's  employment  creates  a  relationship  of  confidence and trust
between  the  Executive  and  the  Employer  with  respect  to  all Confidential
Information.  At  all  times,  both  during  the Executive's employment with the
Employer  and  after  its termination, the Executive will keep in confidence and
trust  all  such Confidential Information, and will not use or disclose any such
Confidential  Information without the written consent of the Employer, except as
may  be necessary in the ordinary course of performing the Executive's duties to
the Employer.  In the event that the Executive is ordered by a court or tribunal
or  otherwise  subpoenaed to provide testimony, information, documents or things
that  could include Confidential Information, the Executive agrees that he shall
make  reasonable  efforts  to  give prompt notice of such order to the Employer.

          (c)     Documents,  Records,  etc.  All  documents,  records,  data,
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apparatus,  equipment  and other physical property, whether or not pertaining to
Confidential  Information,  which are furnished to the Executive by the Employer
or  are  produced by the Executive in connection with the Executive's employment
will be and remain the sole property of the Employer.  The Executive will return
to  the  Employer  all  such materials and property as and when requested by the
Employer,.  In  any  event,  the  Executive  will  return all such materials and
property  immediately  upon  termination  of  the Executive's employment for any
reason, with the exception of the Executive's personal computer, provided by the
Employer . The Executive will not retain with the Executive any such material or
property  or  any  copies  thereof  after  such  termination.


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          (d)     Assignment  of  Inventions  and  Developments.  The  Executive
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agrees  that all Employer-Related Inventions and Developments which he conceives
or  develops,  in  whole or in part, either alone or jointly with others, during
the  term  of  his employment with the Employer will be the sole property of the
Employer.  The  Employer  will  be  the  sole  owner of all patents, trademarks,
copyrights  and  other  proprietary  rights  in  and  with  respect  to  such
Employer-Related  Inventions  and Developments.  To the fullest extent permitted
by  law,  such Employer-Related Inventions and Developments will be deemed works
made  for  hire.  The Executive hereby transfers and assigns to the Employer any
proprietary  rights  which  he  may have or acquire in any such Employer-Related
Inventions and Developments, and he waives any other special rights which he may
have  or accrue therein.  The Executive agrees to execute any documents and take
any actions that may be required to effect and confirm such transfer, assignment
and  waiver.  The  provisions  of  this  Section  7(d)  will  apply  to  all
Employer-Related Inventions and Developments which are conceived or developed by
the  Executive  during  the term of his employment with the Employer, whether or
not  further  development  or  reduction  to  practice  may  take  place  after
termination  of  his  employment.

     The  Executive  agrees  promptly to disclose to the Employer, or to persons
designated  by it, all Employer-Related Inventions and Developments which are or
may  be  subject  to  the  provisions  of  this  Section  7(d).

     The  Executive  further  agrees  to  assist the Employer, at the Employer's
request  from  time  to  time and at its expense, to obtain and enforce patents,
trademarks,  copyrights  or  other  proprietary  rights  with  respect  to
Employer-Related  Inventions  and  Developments  in  any and all countries.  The
Executive  will  execute  all  documents reasonably necessary or appropriate for
this  purpose.  This  obligation will survive the termination of the Executive's
employment,  provided that the Employer will compensate him at a reasonable rate
after  such  termination  for  time  actually  spent  by  the  Executive  at the
Employer's  request  on  such  assistance.  In the event the Employer is unable,
after  reasonable  effort,  to  secure  the Executive's signature on any letters
patent,  copyright  or  other  analogous  protection  relating  to an Invention,
whether  because  of  his  physical or mental incapacity or for any other reason
whatsoever,  the  Executive  hereby  irrevocably  designates  and  appoints  the
Employer  and  its  duly  authorized  officers  and  agents  as  his  agent  and
attorney-in-fact, to act for and in his behalf and stead to execute and file any
such  application or applications and to do all other lawfully permitted acts to
further  the  prosecution  and  issuance  of  letters patent, copyright or other
analogous protection thereon with the same legal force and effect as if executed
by  the  Executive. This power of attorney shall survive any termination of this
Agreement.

          (e)     Noncompetition  and  Nonsolicitation.  During  the  Restricted
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Term,  the  Executive  (i)  will  not, directly or indirectly, whether as owner,
partner,  shareholder,  consultant,  agent,  employee, co-venturer or otherwise,
engage,  participate, assist or invest in any Competing Business (as hereinafter
defined); (ii) will refrain from directly or indirectly employing, attempting to
employ, recruiting or otherwise soliciting, inducing or influencing any employee
of  the  Employer to leave employment with the Employer (other than terminations
of  employment  of  subordinate  employees  undertaken  in  the  course  of  the
Executive's  employment  with  the  Employer);  and  (iii)  will  refrain  from
soliciting  or  encouraging  any  customer or supplier to terminate or otherwise
modify  adversely  its  business  relationship with the Employer.  The Executive
understands that the restrictions set forth in this Section 7(e) are intended to
protect  the Employer's interest in its Confidential Information and established


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employee, customer and supplier relationships and goodwill, and agrees that such
restrictions  are  reasonable and appropriate for this purpose.  For purposes of
this  Agreement,  the  term "Competing Business" shall mean a business conducted
anywhere  in  the United States which is competitive with any business which the
Employer  conducts,  or  which  to  the  Executive's  knowledge the Employer has
specifically  contemplated,  at any time during the employment of the Executive.

          (f)     Third-Party  Agreements  and  Rights.  The  Executive  hereby
                  ------------------------------------
confirms  that, to his knowledge, the Executive is not bound by the terms of any
agreement  with  any previous employer or other party which restricts in any way
the  Executive's  use or disclosure of information or the Executive's engagement
in  Mitigo's stated business.  The Executive represents to the Employer that the
Executive's  execution  of  this  Agreement, the Executive's employment with the
Employer and the performance of the Executive's proposed duties for the Employer
will  not,  to  his knowledge, violate any obligations the Executive may have to
any  such  previous  employer  or  other  party  subject to restrictions. In the
Executive's  work  for the Employer, the Executive will not disclose or make use
of  any  information  in  violation of any agreements with or rights of any such
previous  employer  or  other  party,  and  the  Executive will not bring to the
premises  of the Employer any copies or other tangible embodiments of non-public
information  belonging to or obtained from any such previous employment or other
party.

          (g)     Litigation  and  Regulatory  Cooperation.  The Executive shall
                  ----------------------------------------
cooperate fully with the Employer in the defense or prosecution of any claims or
actions  now  in  existence  or which may be brought in the future against or on
behalf  of  the  Employer  which relate to events or occurrences that transpires
while  the  Executive  was  employed  by  the  Employer.  The  Executive's  full
cooperation  in connection with such claims or actions shall include, but not be
limited  to,  being  available  to meet with counsel to prepare for discovery or
trial  and  to act as a witness on behalf of the Employer at mutually convenient
times.  During  the  Executive's  employment, the Executive also shall cooperate
fully  with  the  Employer in connection with any investigation or review of any
federal, state or local regulatory authority as any such investigation or review
relates to events or occurrences that transpires while the Executive is employed
by the Employer. This obligation will survive the termination of the Executive's
employment,  provided that the Employer will compensate him at a reasonable rate
after  such  termination  for  time  actually  spent  by  the  Executive  at the
Employer's  request  on  such  assistance.

          (h)     Injunction.  The  Executive  agrees that it would be difficult
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to measure any damages caused to the Employer which might result from any breach
by  the  Executive  of the promises set forth in this Section 7, and that in any
event  money  damages  would  be  an  inadequate  remedy  for  any  such breach.
Accordingly,  subject  to Section 9 of this Agreement, the Executive agrees that
if the Executive breaches, or proposes to breach, any portion of this Agreement,
the  Employer  shall  be entitled, in addition to all other remedies that it may
have,  to  an  injunction  or other appropriate equitable relief to restrain any
such  breach  without  showing  or  proving  any  actual damage to the Employer.

     8.     Arbitration  of  Disputes.   Any controversy or claim arising out of
            -------------------------
or  relating to this Agreement or the breach thereof or otherwise arising out of
the  Executive's  employment  or  the termination of that employment (including,
without  limitation,  any  claims  of unlawful employment discrimination whether
based  on  age  or  otherwise) shall, to the fullest extent permitted by law, be
settled  by  arbitration in any forum and form agreed upon by the parties or, in


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the absence of such an agreement, under the auspices of the American Arbitration
Association  ("AAA")  in Boston, Massachusetts in accordance with the Employment
Dispute  Resolution  Rules  of the AAA, including, but not limited to, the rules
and  procedures  applicable  to the selection of arbitrators.  In the event that
any  person  or  entity  other than the Executive or the Employer may be a party
with regard to any such controversy or claim, such controversy or claim shall be
submitted  to  arbitration  subject  to such other person or entity's agreement.
Judgment  upon  the award rendered by the arbitrator may be entered in any court
having jurisdiction thereof.  This Section 8  shall be specifically enforceable.
Notwithstanding  the  foregoing, this Section 8  shall not preclude either party
from  pursuing  a  court  action  for  the sole purpose of obtaining a temporary
restraining  order  or  a  preliminary injunction in circumstances in which such
relief  is  appropriate; provided that any other relief shall be pursued through
an  arbitration  proceeding  pursuant  to  this  Section  8  .

     9.     Consent  to  Jurisdiction.  To  the  extent that any court action is
            -------------------------
permitted  consistent  with  or  to  enforce  Section  8  of this Agreement, the
parties  hereby  consent  to  the  jurisdiction  of  the  Superior  Court of the
Commonwealth  of  Massachusetts  and  the  United  States District Court for the
District  of Massachusetts.  Accordingly, with respect to any such court action,
the  Executive  (a)  submits  to  the  personal jurisdiction of such courts; (b)
consents  to  service  of process; and (c) waives any other requirement (whether
imposed  by  statute,  rule  of  court,  or  otherwise) with respect to personal
jurisdiction  or  service  of  process.

     10.     Integration.  This  Agreement  constitutes  the  entire  agreement
             -----------
between the parties with respect to the subject matter hereof and supersedes all
prior  representations,  understandings  or agreements, whether written or oral,
between  the  parties  with  respect  to  any  related  subject  matter.

     11.     Assignment;  Successors  and Assigns, etc. Neither the Employer nor
             -----------------------------------------
the  Executive may make any assignment of this Agreement or any interest herein,
by operation of law or otherwise, without the prior written consent of the other
party;  provided  that  the  Employer may assign its rights under this Agreement
without the consent of the Executive in the event that the Employer shall effect
a  reorganization,  consolidate  with  or  merge  into  any  other  corporation,
partnership,  organization or other entity, or transfer all or substantially all
of  its properties or assets to any other corporation, partnership, organization
or  other  entity.  This  Agreement shall inure to the benefit of and be binding
upon  the  Employer  and  the Executive, their respective successors, executors,
administrators,  heirs  and  permitted  assigns.

     12.     Enforceability.  If  any  portion  or  provision  of this Agreement
             --------------
(including,  without limitation, any portion or provision of any section of this
Agreement)  shall  to any extent be declared illegal or unenforceable by a court
of  competent  jurisdiction,  then  the  remainder  of  this  Agreement,  or the
application of such portion or provision in circumstances other than those as to
which it is so declared illegal or unenforceable, shall not be affected thereby,
and  each portion and provision of this Agreement shall be valid and enforceable
to  the  fullest  extent  permitted  by  law.

     13.     Waiver.  No  waiver  of  any  provision  hereof  shall be effective
             ------
unless  made  in  writing  and  signed by the waiving party.  The failure of any
party to require the performance of any term or obligation of this Agreement, or
the  waiver  by any party of any breach of this Agreement, shall not prevent any
subsequent  enforcement  of such term or obligation or be deemed a waiver of any
subsequent  breach.


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<PAGE>
     14.     Notices.  Any  notices,  requests, demands and other communications
             -------
provided  for  by this Agreement shall be sufficient if in writing and delivered
in  person  or  sent  by a nationally recognized overnight courier service or by
registered  or certified mail, postage prepaid, return receipt requested, to the
Executive  at  the  last  address  the  Executive  has filed in writing with the
Employer  or, in the case of the Employer, at its main offices, attention of the
Chief  Executive  Officer,  and  shall  be  effective on the date of delivery in
person  or  by  courier  or  three  (3)  days  after  the  date  mailed.

     15.     Amendment.  This  Agreement  may  be  amended or modified only by a
             ---------
written  instrument  signed  by  the  Executive  and  by  a  duly  authorized
representative  of  the  Employer.

     16.     Governing  Law.  This  is  a  Massachusetts  contract  and shall be
             --------------
construed  under and be governed in all respects by the laws of the Commonwealth
of  Massachusetts,  without  giving effect to the conflict of laws principles of
such  Commonwealth.  With  respect  to any disputes concerning federal law, such
disputes  shall  be  determined  in  accordance  with  the  law  as  it would be
interpreted  and  applied  by  the  United States Court of Appeals for the First
Circuit.

     17.     Counterparts.  This  Agreement  may  be  executed  in any number of
             ------------
counterparts,  each of which when so executed and delivered shall be taken to be
an  original;  but  such counterparts shall together constitute one and the same
document

     IN WITNESS WHEREOF, this Agreement has been executed as a sealed instrument
by  the  Employer, by its duly authorized Treasurer, and by members of the Board
of  Directors,  and  by  the  Executive,  as  of  the  Effective  Date.


                                   EMPLOYER:  International  Wireless,  Inc.
                                   --------


                                   By:
                                      ------------------------------------------
                                   Name:  Stanley  A.  Young
                                   Title:  Chairman  and  CEO

                                   EXECUTIVE:
                                   ---------


                                   By:   /s/  Adam  J.  Cogley
                                      ------------------------------------------
                                   Name:  Adam  J.  Cogley
                                   Title:  Treasurer  and  Corporate  Controller

                                   BOARD  MEMBERS:
                                   --------------

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

                                   By:   /s/  Michael  Dewar
                                      ------------------------------------------
                                   Name:  Michael  Dewar
                                   Title:  President and Chief Operating Officer


<PAGE>
                      Adam J. Cogley Employment Agreement:


Schedule  A

Performance  Bonus  Terms  and  Conditions:

Performance  Bonus

Up  to  50% of base salary based on the Company meeting certain revenue targets.
Revenue  targets  will be set annually and mutually agreed upon by the Board and
the  Employee  in  writing  and  attached  as  an  addendum  to  this employment
agreement.

Bonus is payable quarterly based on reaching milestones as follows:

Q1  5%  of  cumulative  total  revenue  goal
Q2  20%  of  cumulative  total  revenue  goal
Q3  50%  of  cumulative  total  revenue  goal
Q4  100%  of  cumulative  total  revenue  goal

Revenues  must  reach  at  least 60% of revenue goal each quarter to qualify for
bonus.

Revenue  Qualification

70%  of  target  revenues  =     60%  of  quarterly  bonus  paid
80%  of  target  revenues  =     70%  of  quarterly  bonus  paid
90%  of  target  revenues  =     80%  of  quarterly  bonus  paid
100%  of  target  revenues  =100%  of  quarterly  bonus  paid

Yearly  Revenue  Target  Exceeded

If yearly revenue target is exceeded, performance bonus percentage will increase
to  match  the  percentage  of  revenue  exceeded.  For  example, if the Company
realizes  110%  of projected revenue, the Employee performance bonus would equal
50%  of base salary as figured above, plus an additional 10% of base salary. All
such additional bonus amounts would be paid to the Employee within 30 days after
the  end  of  the  International  Wireless,  Inc.  fiscal  year.


<PAGE>