EXHIBIT 10.4

                       MAIMON LEAVITT CONSULTING AGREEMENT
                              CONSULTING AGREEMENT

This Agreement is made on February 23, 2002 between International Wireless, Inc.
(the "Company") and Maimon Leavitt (the "Consultant"), on behalf of the Maimon &
Peggy B. Leavitt Intervivos Family Trust, and is effective on February 23, 2002.
The  Consultant  has  extensive  experience regarding operating a large business
enterprise,  and the Company seeks to benefit from the Consultant's expertise by
retaining  the  Consultant  as  its  Consultant  in building and operating large
business  enterprises.  The Consultant wishes to perform consulting services for
the  Company.  Accordingly,  the  Company  and  the Consultant agree as follows:

7.   Services

     a.   The  consultant  shall  provide  advice and consulting services to the
          Company  with  respect to matters related to doing business with state
          agencies.  The  Consultant  shall  be  engaged  by  the  Company  as a
          consultant  for the exchange of ideas only and under the terms of this
          Agreement, shall not directly conduct business for or on behalf of the
          Company.

     b.   Upon request by the Company and in return for compensation detailed in
          Article  2,  the  Consultant shall keep the Company informed about the
          availability  of  state  contracts in regard to wireless technology as
          they  may  be  available  from  time  to  time.

8.   Compensation

     As  full  consideration  for  the  consulting  services  provided  by  the
     Consultant,  the  Company  shall pay to the Consultant Eighty Two Thousand,
     Five  Hundred  ($82,500) US Dollars payable with options to purchase 75,000
     (Seventy  five)  common shares of the company at $0.40 USD per share, which
     represents  the  difference  between  the  current price as of February 23,
     2002,  of  $1.50  USD,  and  the  exercise  price  of  $0.40  USD.

     It  is  fully  understood  by  the  parties herein that the Company has not
     registered  said  options  as  of  this  date.

15.  Confidentiality

     a.   Either  party may disclose to the other party any information that the
          disclosing  party  would normally freely disclose to the other members
          of  the  wireless  community  at  large,  whether  by  publication, by
          presentation  at  seminars,  or  in  informal  industry  discussions.


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     b.   The  parties  may  wish,  from  time  to time, in connection with work
          contemplated  under  this  Agreement,  to  disclose  confidential
          information  to  each  other  ("Confidential Information"). Each party
          will  use  reasonable  efforts to prevent the disclosure of any of the
          other  party's  Confidential Information to third parties for a period
          of  one  (1)  year  from  receipt  thereof.  The recipient may acquire
          information  that  pertains  to  the discloser's processes, equipment,
          programs,  developments,  or  plans that is both (i) disclosed or made
          known  by  the  disclosure  to  the  recipient  and (ii) identified in
          writing  as  "proprietary" by the disclosure. The recipient agrees not
          to  disclose  any  Confidential Information to third parties or to use
          any Confidential Information for any purpose other than performance of
          the  services  contemplated  by  this Agreement, without prior written
          consent  of  the  Company.

     c.   Confidential  Information  subject  to paragraph 3(b) does not include
          information  that  (i)  is  or  later  becomes available to the public
          through no breach of this Agreement by the recipient; (ii) is obtained
          by  the  recipient  from  a  third  party  who  had the legal right to
          disclose  the  information  to  the recipient; (iii) is already in the
          possession  of  the  recipient  on  the  date  this  Agreement becomes
          effective;  (iv)  is  independently  developed by recipient; or (v) is
          required  to  be  disclosed  by  law,  government regulation, or court
          order.

16.  Return  of  Materials

     The Consultant agrees to promptly return, following the termination of this
     Agreement  or  upon earlier request by the Company, all drawings, tracings,
     and  written  materials  in  the  Consultant's  possession  supplied by the
     Company in conjunction with the Consultant's consulting services under this
     Agreement.

17.  Term  and  Termination

     This Agreement shall be for a term of six months, renewable upon reasonable
     terms  and  conditions  as  may  be  agreed  upon  by  the  Company and the
     Consultant.

18.  Miscellaneous

     a.   This  Agreement  shall inure to the benefit of and be binding upon the
          respective  heirs, executors, successors, representatives, and assigns
          of  the  parties,  as  the  case  may  be.

     b.   The  relationship  created  by  this  Agreement  shall  be  that  of
          independent  contractor, and the Consultant shall have no authority to
          bind or act as agent for the Company or its employees for any purpose.

     c.   The  Company  will  not  use  the  Consultant's name in any commercial
          advertisement  or  similar  material used to promote or sell products,
          unless  the  Company  obtains  in  advance  the written consent of the
          Consultant.


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     d.   Notice  given  by one party to the other hereunder shall be in writing
          and  deemed  to  have been properly given if deposited with the United
          States  Postal  Service,  registered  or  certified mail, addressed as
          follows:

                         International  Wireless,  Inc.
                         120  Presidential  Way
                         Woburn,  Massachusetts  01801

                         Mr.  Maimon  Leavitt  c/o
                         Maimon  and  Peggy  B.  Leavitt  Intervivos  Trust
                         210  Woodruff  Avenue
                         Los  Angeles,  California  90024-2645

     e.   This  Agreement  replaces  all previous agreements and the discussions
          relating  to  the  subject  matters  hereof and constitutes the entire
          agreement  between  the Company and the Consultant with respect to the
          subject  matters of this Agreement. This Agreement may not be modified
          in  any  respect by any verbal statement, representation, or agreement
          made by any employee, officer, or representative of the Company, or by
          any written documents unless it is signed by an officer of the Company
          and  by  the  Consultant.

     f.   If any term or provision of this Agreement is deemed invalid, contrary
          to,  or  prohibited  under  applicable  laws  or  regulation  of  any
          jurisdiction,  this  Agreement  (save  only  this  sentence)  shall be
          invalid.

IN  WITNESS WHEREOF, the parties have executed this Agreement effective the date
first  stated  above.

By: /s/Stanley  A.  Young
    ------------------------------
    Stanley  A.  Young,  President
    International  Wireless,  Inc.


By: /s/  Maimon  Leavitt
    ------------------------------
    Maimon  Leavitt,  Consultant


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