EXHIBIT 4.2

May 8, 2002

Mr. W. Kris Brown
President, CEO & Chairman of the Board
Tel-One, Inc.
5414 W. Crenshaw St.
Tampa, FL 33634

Dear Kris:

     On  behalf  of  Pinnacle  Capital  Services,  LLC  (PCS"),  I wish to thank
Tel-One,  Inc.  and  its  owners, shareholders and affiliates (collectively, the
"Company") for the opportunity to represent you as an advisor in connection with
the Company's growth efforts. The purpose of this letter (the "Agreement") is to
set  forth  the  terms  and  conditions  under  which  Donald  E. Quarterman and
Christopher  D.  Gilcher  agree, as employees of PCS, to serve the Company as an
advisor.

1.   SERVICES. PCS shall cause each of Donald E. Quarterman and Christopher D.
     Gilcher to use his best efforts to perform the following services in a
     timely manner: (a) become familiar with the business and operations of the
     Company and review and analyze the Company's formal and informal financial,
     strategic, and business plans; (b) in conjunction with the Company, prepare
     and update a formal business plan; (c) advise the Company in strategic
     planning matters and assist in the implementation of short- and long-term
     strategic planning to fully develop and enhance the Company's assets,
     resources, products, and services; (d) assist in the development and
     awareness of the Company's core business of telephony project management in
     regional and national markets; (e) advise and attend technology trade shows
     and events in an attempt to increase the awareness of Tele-Medicine and
     other technologies of the Company's core business; (f) assist in furthering
     the development of referral of multi-site clients for the Company's core
     business; (g) advise the Company on regional and national trends in the
     telecommunications industry; (h) advise the Company of relative merger and
     acquisition candidates relating to the telecommunications industry and
     present to the Company acquisition targets, business opportunities, joint
     ventures, and other forms of revenue enhancements; (j) assist and advise
     the Company regarding the recruitment of potential candidates for the
     Company's Board of Directors and assist and advise the Company in its
     recruitment efforts of key executive and managerial talent consistent with
     the expansion of the operations of the Company; (k) provide advice to and
     consult with the Company concerning management, marketing, strategic
     planning, and corporate organization in connection with the Company's
     business and expansion of services and review and advise the Company
     regarding its overall progress, needs, and condition; and (l) perform other
     services as may be reasonably requested by the Company that are within the
     normal scope of operations of PCS.

2.   TERM. The term of this Agreement shall commence upon the execution of this
     Agreement by the Company and PCS (the "Effective Date") and end on the
     first anniversary thereafter unless terminated earlier according to
     paragraph 6.

3.   CONSIDERATION. In consideration for the services to be provided by PCS, the
     Company shall issue to Christopher D. Gilcher and Donald E. Quarterman, as
     the designated representatives of PCS, certificates representing 400,000
     shares of the Company's common stock, $.001 par value, (the "Shares") in
     the denominations and with the restrictions set forth on Schedule A.

4.   DELIVERY OF CONSIDERATION. Upon the Effective Date, the Company shall
     deliver (a) certificates representing 125,000 Shares (250,000 Shares in the
     aggregate) without any restrictions (i.e., freely tradable) to each of
     Messrs. Gilcher and Quarterman and (b) certificates representing the
     balance of the Shares to Foley & Lardner, as escrow agent (the "Escrow
     Agent"), on the terms and conditions set forth in the escrow agreement
     attached hereto as Exhibit A.

5.   REPRESENTATIONS AND WARRANTIES. The Company represents and warrants to PCS
     that the statements contained in this paragraph 5 are correct and complete
     as of the Effective Date:

          (a) The Company is a corporation duly organized, validly existing and
     of active status under the laws of the State of Florida.

          (b) The Company has full corporate power and authority to (i) conduct
     its business as now conducted and as proposed to be conducted and to own,
     use, license, and lease its assets and properties and (ii) enter into this
     Agreement and to consummate the transactions contemplated herein
     (including, without limitation, the issuance and registration of the
     Shares). Neither the execution of this Agreement nor the consummation of
     the transactions contemplated in this Agreement by the Company will
     constitute or cause a breach or violation of any covenants or obligations
     binding upon it or affecting any of its properties. No approval of or
     filing with any federal, state, or local court, authority or administrative
     agency is necessary to authorize the execution of this Agreement by the
     Company or the consummation of the transactions contemplated in this
     Agreement by the Company. There is no judgment, decree, injunction, rule,
     or order of any court, governmental department, commission, agency,
     instrumentality, or arbitrator outstanding against the Company that could
     reasonably be expected to have a material adverse effect on the ability of
     the Company to fulfill its obligations under this Agreement.


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          (c) The Shares to be issued pursuant to this Agreement will be duly
     authorized, validly issued fully paid and nonassessable, and no stockholder
     of the Company has preemptive rights with respect to the Shares. The Shares
     will be delivered free and clear of all liens, encumbrances, and other
     claims or restrictions, except as provided herein.

          (d) Neither the Company nor any person acting on its behalf has taken
     any action (including, without limitation, any offering of any securities
     of the Company under circumstances that would require, under the Securities
     Act of 1933, as amended (the "Act"), the integration of such offering with
     the offering, issuance, and sale of the Shares) that might reasonably be
     expected to subject the offering, issuance, or sale of the Shares to the
     registration requirements of Section 5 of the Act.

          (e) The Company meets the eligibility requirements under the Act for
     the use of Form S-8 to register the Shares.

6.   TERMINATION. This Agreement may be terminated at any time:
          (a)  by mutual written agreement of the parties;
          (b)  by the Company (i) upon a willful breach by PCS of any of
     provisions of this Agreement if such breach results in material injury to
     the Company or (ii) upon 30 days' prior written notice to PCS;
          (c)  by PCS (i) if any representation or warranty of the Company is
     not true and correct in all material respects as of the Effective Date,
     (ii) if the Company does not fully comply with any covenant or agreement in
     this Agreement, (iii) upon a Change of Control (as defined below) in the
     Company, or (iv) upon 30 days' prior written notice to the Company.

          This Agreement shall not be terminated by either party for the reasons
     set forth in 6(b)(i) or 6(c)(i)-(iii), without the terminating party (a)
     giving notice to the other party setting forth in reasonable detail the
     reasons for the terminating party's intention to terminate and (b)
     providing an opportunity to cure, if capable of being cured, within 15 days
     after the non-terminating party's receipt of such notice.

7.   EFFECT OF TERMINATION. Without limiting any other remedies available to the
     terminating party for any willful or intentional breach of this Agreement,
     (a) if (i) the Company shall terminate this Agreement pursuant to paragraph
     6(b)(i) or (ii) PCS shall terminate this Agreement pursuant to paragraph
     6(c)(iv), then PCS shall return to the Company any Shares that are subject
     to restriction as described on Schedule I on the date of such termination
     and (b) if (i) the Company shall terminate this Agreement pursuant to
     paragraph 6(b)(ii) or (ii) PCS shall terminate this Agreement pursuant to
     paragraphs 6(c)(i), (ii), or (iii), then all restrictions on the Shares as
     described on Schedule I shall terminate and the Shares shall be freely
     tradable.

8.   EXPENSES. In addition to the consideration set forth in paragraph 3, the
     Company shall reimburse PCS and its affiliates, upon request, for all
     reasonable out-of-pocket expenses incurred in connection with the
     performance by PCS of its obligations under this Agreement. Out-of-pocket
     expenses may include necessary out-of-town travel agreed to by the Company
     (including meals and lodging), database services, courier charges, and fees
     and expenses of third parties such as legal counsel, etc. The Company shall
     approve such expenses in advance.

9.   REGISTRATION. The Company shall prepare and file a registration statement
     on Form S-8 on or before June 20, 2002, providing for the sale of all the
     Shares by Messrs. Gilcher and Quarterman. The Company will pay all expenses
     in connection with the registration of the Shares pursuant to this
     paragraph 9, including, without limitation, all Securities and Exchange
     Commission registration and filing fees, fees and expenses of compliance
     with securities or blue sky laws, and fees and expenses of the Company's
     counsel.

10.  CHANGE OF CONTROL. In the event of a Change of Control, any restrictions on
     the Shares shall terminate and they shall be freely tradable. "Change of
     Control" means: (a) the adoption of a plan of reorganization, merger, share
     exchange, or consolidation of the Company with one or more other
     corporations or other entities as a result of which the holders of the
     Company's common stock as a group would receive less than 50% of the voting
     power of the capital stock or other interests of the surviving or resulting
     corporation or entity (unless such plan is subsequently abandoned); (b) the
     adoption by the Company's shareholders of a plan of liquidation or the
     approval of the dissolution of the Company (unless such liquidation or
     dissolution is subsequently abandoned); (c) the approval by the Company's
     shareholders of an agreement providing for the sale of all or substantially
     all the assets of the Company (unless such sale is subsequently abandoned);
     (d) the acquisition of more than 30% of the outstanding shares by any
     person within the meaning of Rule 13(d)(3) under the Act if such
     acquisition is not preceded by a prior expression of approval by the Board;
     or (e) one-third or more of the Company's Board of Directors are not
     Continuing Directors. A "Continuing Director" means any member of the Board
     of Directors who was a member on the Effective Date and any director who
     was recommended for election or is elected to fill a vacancy as a director
     by a majority of the Continuing Directors then on such Board.

11.  INDEMNITY. The Company agrees to indemnify, defend, and hold harmless PCS
     and its affiliates, directors, officers, employees, agents, members,
     managers successors, assigns, and controlling persons (as defined in the
     Act) (each, an "Indemnified Party") from and against any and all losses,
     claims, damages, costs, expenses, and liabilities (including any
     investigatory, legal, and other expenses incurred as they are incurred by
     an Indemnified Party in connection with preparing for or defending any
     action, claim, or proceeding, whether or not resulting in any liability)
     (collectively, "Indemnifiable Losses") to which any Indemnified Party may
     become subject or liable relating to or arising out of (a) the Agreement or
     the services to be performed under the Agreement or any agreement between
     the parties to this Agreement, (b) any transactions referred to in the


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     Agreement or any transactions arising out of the transactions contemplated
     by the Agreement, (c) any inaccuracy in or breach in the representations
     and warranties of the Company contained in this Agreement, and (d) any
     failure of the Company to perform its obligations under this Agreement,
     provided that the Company shall not be liable to an Indemnified Party in
     any such case to the extent that any such Indemnifiable Loss is found in a
     final, nonappealable judgment by a court of competent jurisdiction to have
     resulted as a direct and proximate cause from the willful misconduct or
     gross negligence of an Indemnified Party. No Indemnified Party shall be
     liable, responsible, or accountable in damages and costs and expenses
     (including attorneys' fees) under this Agreement except for any liability
     for losses, claims, damages, or liabilities finally judicially determined
     to have resulted solely and exclusively from actions taken or omitted to be
     taken as a direct result of such Indemnified Party's gross negligence or
     willful misconduct. If for any reason, except as specifically provided
     herein, the foregoing indemnity for Indemnifiable Losses is unavailable to
     an Indemnified Party or insufficient to fully hold any Indemnified Party
     harmless, then the Company agrees to contribute to the amount paid or
     payable by such Indemnified Party as a result of such Indemnifiable Losses
     in such proportion as is appropriate to reflect the relative benefits
     received by and fault of the Company, on the one hand, and the relative
     benefits received by and fault of PCS, on the other hand. The Company
     agrees that it will not settle, compromise, or consent to the entry of any
     judgment in any pending or threatened claim, action, or proceeding in
     respect of which indemnification could be sought under the indemnification
     provision of this Agreement (whether or not PCS or any other Indemnified
     Party is an actual or potential party to such claim, action, or
     proceeding), unless such settlement, compromise, or consent includes an
     unconditional release of each Indemnified Party from all liability arising
     out of such claim, action, or proceeding.

12.  NON-CIRCUMVENT AGREEMENT. The Company agrees that all third parties
     introduced to it by PCS represent significant efforts and working
     relationships that are unique to, and part of, the work product of PCS.
     Therefore, without the prior specific written consent of PCS, the Company
     agrees to refrain from conducting direct or indirect business dealings of
     any kind, with any third party so introduced by PCS, with the exception of
     third parties with which the Company has previously had a formal business
     relationship, for a period of three years from the initial introduction
     made during the course of this Agreement. In the event of a violation of
     this provision, PCS shall be entitled to obtain, on an ex parte
     application, appropriate injunctive relief from any court of competent
     jurisdiction, together with and including all remedies available at law.
     This provision shall survive the remaining obligations and performance due
     hereunder.

13.  LEGAL MATTERS. This Agreement shall be interpreted under and governed by
     the laws of the State of Florida. Except as set forth in paragraph 12, any
     controversy, dispute, or claim between the parties relating to this
     Agreement shall be resolved by binding arbitration in Hillsborough County,
     Florida, in accordance with the rules of the American Arbitration
     Association. The parties agree that in the event that any controversy,
     dispute, or claim between the parties relating to this Agreement, is
     resolved by binding arbitration, the prevailing party, as determined by the
     arbitrator's award, shall be entitled to reimbursement of all expenses
     including reasonable attorney's fees; provided that in no event shall the
     arbitrator have the authority to award punitive damages.

14.  REPRESENTATION. The parties agree and acknowledge that the services to be
     provided by PCS under this Agreement are not in connection with the offer
     or sale of securities of the Company in a capital raising transaction and
     do not include, directly or indirectly, the promotion or maintenance of a
     market for the Company's securities. The parties specifically acknowledge
     that PCS has advised the Company that it is not a duly licensed securities
     broker /dealer or member investment banking firm and, PCS is not required
     under this Agreement to sell any securities or provide any services that
     are exclusive to licensed securities broker/dealers or member investment
     banking firms. The duties of PCS shall not include legal, accounting, or
     appraisal services, which shall be procured by the Company at its own
     expense. The Company shall fully cooperate with any company affiliated with
     PCS and shall furnish to PCS and such affiliated company complete and
     accurate current and historical business information. The Company
     represents and warrants to PCS that all information to be provided to PCS
     will not contain any untrue statements of a material fact or omit to state
     a material fact necessary to make the statements therein not misleading.
     The Company shall promptly inform PCS of any changes or events that may
     materially affect the Company's business.

15.  INDEPENDENT CONTRACTOR. PCS is an independent contractor and may engage in
     other business activities. Since PCS is an independent contractor, nothing
     in this Agreement shall be interpreted to constitute that PCS is an agent
     of, employee of, or partner of the Company, nor shall either party have any
     authority to bind the other. In its capacity as an independent contractor,
     PCS agrees, and the Company agrees, that PCS has the sole right to control
     and direct the means, manner, and method by which the services required by
     this Agreement will be performed and the Company shall not withhold from
     PCS's compensation any amount that would normally be withheld from an
     employee's pay.

16.  ENTIRE AGREEMENT. This Agreement and the schedules and exhibits to this
     Agreement constitute the entire agreement between the parties pertaining to
     the subject matter hereof and supersedes and cancels any prior
     communications, representations, understandings, and agreements between the
     parties. No modifications of or changes to this Agreement shall be binding,
     nor can any of its provisions be waived, unless agreed to in writing by the
     parties.

17.  COUNTERPARTS. This Agreement may be executed in one or more counterparts,
     each of which shall be an original but all of which together shall
     constitute one instrument.

18.  CONFIDENTIALITY. The parties agree that the terms and all of the
     encompassing components of this Agreement shall be kept confidential,
     unless this information is required to be disclosed pursuant to any
     inquiries by federal, state, or local law enforcement or pursuant to
     paragraph 9.

     If the foregoing is acceptable to you, please execute this Agreement in the
place  provided  below  and  return  a copy to me at the following address: 3837
Northdale  Blvd.,  Suite  303,  Tampa,  FL  33624.

Very  Truly  Yours,
Pinnacle  Capital  Services,  LLC



By:  /S/  CHIRSTOPHER GILCHER
     ------------------------
     Christopher D. Gilcher
     Managing Partner


ACCEPTED AND AGREED TO THIS 8th DAY OF May, 2002.


Tel-One, Inc.



By:  /S/  KRIS BROWN
     ---------------
     W. Kris Brown, President, CEO & Chairman of the Board


                                     JOINDER
                                     -------

     The undersigned hereby join in this Agreement and consent to its terms
insofar as this Agreement relates to the delivery of common stock of the Company
to the undersigned.

                            /S/ CHRISTOPHER GILCHER
                            -----------------------
                            CHRISTOPHER D. GILCHER


                            Date: May 8, 2002

                            /S/ DONALD E. QUATERMAN
                            -----------------------
                            DONALD E. QUARTERMAN


                            Date: May 8, 2002


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                                   SCHEDULE A

Certificates representing 400,000 shares in the aggregate shall be issued to
each of Christopher D. Gilcher and Donald E. Quarterman equally in the
denominations and with only the restrictions set forth below.  All Lock-Up
periods shall commence on the Effective Date of the Agreement.

     (a)  250,000 shares with no restrictions (i.e. freely tradable);
     (b)  37,500 shares with a 90-day Lock-Up period;
     (c)  37,500 shares with a 180-day Lock-Up period;
     (d)  37,500 shares with a 270-day Lock-Up period; and
     (e)  37,500 shares with a 365-day Lock-Up period.

Christopher D. Gilcher and Donald E. Quarterman agree that for the periods
specified above which shall commence on the Effective Date (the "Lock-up
Period") they will not, during the applicable Lock-Up period, without the prior
written consent of Tel-One, Inc., sell any of the shares in the public markets
which are held in escrow pursuant to the Escrow Agreement attached hereto as
Exhibit "A" and which are described in paragraphs (b), (c) , (d), and (e) above.
At the end of each such Lock-up Period, Messrs. Gilcher and Quarterman shall
have the right to receive the shares held in escrow for which the Lock-up Period
has expired, and such shares shall have no further restrictions (i.e., such
shares shall be freely tradable).


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