EXHIBIT 10.2

                              PROCUREMENT AGREEMENT


                                     BETWEEN


                             CALYPSO WIRELESS, INC.


                                       AND


                             CGE DISTRIBUTORS CORP.





                                 March 19, 2003


<PAGE>
                                TABLE OF CONTENTS
                                -----------------

     ARTICLE              DESCRIPTION                                     PAGE
------------------------------------------------------------------------------

                1    FIELD TRIAL EQUIPMENT AND SOFTWARE. . . . . . . . .     1
                2    SCOPE; VOLUME DEPLOYMENT; AND MINIMUM
                     DEPLOYMENT COMMITMENT . . . . . . . . . . . . . . .     2
                3    ACCEPTANCE. . . . . . . . . . . . . . . . . . . . .     7
                4    TERM. . . . . . . . . . . . . . . . . . . . . . . .     7
                5    DOCUMENTATION AND REPORTS . . . . . . . . . . . . .     7
                6    DELIVERY AND INSTALLATION . . . . . . . . . . . . .     8
                7    FORCE MAJEURE . . . . . . . . . . . . . . . . . . .     8
                8    TRAINING. . . . . . . . . . . . . . . . . . . . . .     8
                9    SOFTWARE LICENSE. . . . . . . . . . . . . . . . . .     9
               10    SOFTWARE MODIFICATIONS. . . . . . . . . . . . . . .    10
               11    EQUIPMENT MODIFICATIONS . . . . . . . . . . . . . .    11
               12    PROPRIETARY INFORMATION . . . . . . . . . . . . . .    12
               13    WARRANTIES, AND WARRANTY EXCLUSIONS
                     AND LIMITATIONS . . . . . . . . . . . . . . . . . .    13
               14    REPRESENTATIONS AND OTHER WARRANTIES. . . . . . . .    15
               15    REMEDIES AND LIMITATIONS. . . . . . . . . . . . . .    16
               16    SUPPORT AND OTHER SERVICES. . . . . . . . . . . . .    17
               17    COVERAGE INTERFERENCE AND THIRD PARTY FACILITIES. .    17
               18    INDEMNIFICATION . . . . . . . . . . . . . . . . . .    17
               19    PATENTS, COPYRIGHT AND TRADE SECRETS. . . . . . . .    18
               20    TERMINATION . . . . . . . . . . . . . . . . . . . .    18
               21    DISPUTE RESOLUTION. . . . . . . . . . . . . . . . .    21
               22    NOTICE AND REPRESENTATIVES OF THE PARTIES . . . . .    21
               23    MISCELLANEOUS . . . . . . . . . . . . . . . . . . .    21
               24    INCORPORATION OF DOCUMENTS. . . . . . . . . . . . .    22
               25    DEFINITIONS . . . . . . . . . . . . . . . . . . . .    22
               26    ENTIRE AGREEMENT. . . . . . . . . . . . . . . . . .    25


<PAGE>
                                  ATTACHMENTS
                                  -----------

ATTACHMENT              DESCRIPTION                                         PAGE
--------------------------------------------------------------------------------

          1    Field Trial Equipment and Software Pricing. . . . . . . . .    26

          2    Field Trial Test Criteria . . . . . . . . . . . . . . . . .    27

          3    Field Trial Equipment And Software Delivery Schedule. . . .    28

          4    Field Trial Support Services. . . . . . . . . . . . . . . .    29

          5    Project Schedule. . . . . . . . . . . . . . . . . . . . . .    30

          6    Prices For Products And Services. . . . . . . . . . . . . .    31

          7    Product Specifications. . . . . . . . . . . . . . . . . . .    33

          8    Product Life. . . . . . . . . . . . . . . . . . . . . . . .    34

          9    Maintenance And Support Services And Others  Services     .    35

         10    Calypso Equipment Training Classes. . . . . . . . . . . . .    39

         11    Warranty Period . . . . . . . . . . . . . . . . . . . . . .    41


<PAGE>
     THIS  PROCUREMENT  AGREEMENT  ("Agreement"), made effective as of this 19th
day  of March, 2003 ("Effective Date"), by and between Calypso Wireless, Inc., a
Delaware  corporation,  having  its  principal  place of business at 5979 NW 151
Street,  Miami, Florida 33014 ("Calypso"'), and CGE Distributors Corporation., a
Costa  Rican  entity, having its principal place of business at 200 MTS West San
Pedro,  San  Jose.  ("Customer").


                                    RECITALS

          A.     Calypso  is  a  development  stage company that has developed a
technology  for telecommunications systems and devices, and is a manufacturer of
next-generation  cellular  broadband  real-time  video phones and communications
equipment.

          B.     Customer  is  a  distributors  of  cellular  phones  and
telecommunications  equipment  in  Central  America and the Caribbean offering a
broad  range  of  telecommunications  products  and  services.

          C.     Customer  desires  to  distribute  commercially,  and  Calypso
desires  to  supply Calypso cellular phones, WLAN Access Point, PCMCIA Card  and
software.


                                    AGREEMENT

     NOW,  THEREFORE,  in  consideration  of  the  foregoing  premises  and  the
representations,  warranties,  covenants  and  agreements  herein contained, the
parties  agree  as  follows:


                                    ARTICLE 1

                       FIELD TRIAL EQUIPMENT AND SOFTWARE

     In order to enable Customer to conduct a field trial (the "Field Trial") of
Calypso's  cellular  broadband  real-time  video  phones, WLAN access points and
PCMCIA  cards,  Customer  shall  purchase the Equipment and license the Software
from  Calypso  (the  "Field  Trial  Equipment  and Software") listed, and in the
configuration  set  forth, in Attachment 1 attached hereto and at the prices set
forth  below  to enable Customer to conduct the Field Trial and confirm that the
Field  Trial  Equipment  and  Software  fulfill  the  test criteria set forth in
Attachment  2  ("Field Trial Test Criteria"). If the Equipment and Software meet
the  Field Trial Test Criteria, the parties shall proceed expeditiously with the
full  deployment  of  the Equipment and Software in accordance with the terms of
this  Agreement.


     1.1     Price  and  Payment.
             --------------------

          1.1.1  Price.  The  price  (the  "Field  Trial  Equipment and Software
                 ------
Price") for the Field Trial Equipment and Software are set forth in Attachment 1
                                                                    ------------
attached  hereto,  and  such prices do not include any kind of taxes whatsoever,
however  designated, which may be levied or assessed on the Products or Services
provided  hereunder.

          1.1.2.  Payment.  All  payments  by  Customer to Calypso for the Field
                  --------
Trial  Equipment  and Software shall be made in US Dollars, via wire transfer of
immediately  available  funds to a bank account designated by Calypso, within 10
days  from the date of issuance of a commercial invoice by Calypso together with
copies of shipping documents for the Field Trial


                                        5
<PAGE>
Equipment  and  Software. Payment for Field Trial Equipment and Software will be
returned  (in  the  form  of  product  credits) once Customer has bought Calypso
products  in  excess  of  $5  million  in  Calypso  Invoices.

          1.1.3  Return.  Should the Field Trial Equipment and Software not meet
                 -------
the  Field  Trial  Test  Criteria  (Attachment  2)  within  30 days after system
turn-up, either party may elect to terminate the Field Trial upon written notice
to  the  other  party.  In the event of such termination, Customer will promptly
return  the Field Trial Equipment, Software and Handsets to Calypso at Calypso's
expense.  Upon  such  return,  Calypso  will repay the payments made by Customer
within  30  days  after  such  termination  of  the  Field  Trial.

          1.2     Delivery  and Shipment.  Calypso shall deliver to Customer the
                  -----------------------
Field  Trial Equipment and Software, FOB origin, in accordance with the delivery
and  shipment schedule set forth in Attachment 3 attached hereto. Customer shall
                                    ------------
be  responsible  for  the payment to freight and insurance charges in connection
with  the  shipping  of  the  Field  Trial  Equipment  and  Software.

          1.3     Installation.  Calypso shall install the Field Trial Equipment
                  -------------
and  software at the Customer's sites specified by Customer prior to shipment to
enable  Customer  to  conduct  the  Field  Trial.

          1.4     Duration  of  Field  Trial.   Customer will complete the Field
                  ---------------------------
Trial  as  soon  as  practicable but, in any event, not later than 30 days after
delivery, installation and turn-up oft he Field Trial Equipment and Software. If
the  Field  Trial  Equipment and Software fulfill the Field Trial Test Criteria,
Customer  will,  within  30  days  thereafter,  commence  deployment  of Calypso
Equipment  and  Software in Customer's network pursuant to Article 2.   Customer
shall  notify Calypso in writing that the Field Test Equipment and Software meet
the Field Trial Test Criteria within five days after the completion of the Field
Trial.


          1.5     Permits  and  Licenses.
                  -----------------------

          1.5.1  Customer,  at  its own cost, shall be responsible for obtaining
all  permits,  licenses,  consents  and authorizations (collectively "Licenses"1
that  may  be  required  to  be  obtained  from  any  governmental entity in any
applicable  jurisdiction  in  connection  with  the sale, purchase, importation,
installation,  testing, licensing, use and operation of the Field Test Equipment
and  Software,  and  for any subsequent Purchase Order of Equipment and Services
and  license  of Software, including, without limitation, all permits, licenses,
consents, and authorizations of any product or sales or licensing agreement that
may  be  required by the FCC or other relevant authority of the United States of
America.

     1.6  Support  Services During Field Trial. Calypso shall assist Customer in
          -------------------------------------
the  installation,  turn-up  and  Field  Trial  of the Field Trial Equipment and
Software  in  accordance  with  the  list  of Services set forth in Attachment 4
                                                                    ------------
attached  hereto.



                                    ARTICLE 2

                SCOPE; VOLUME DEPLOYMENT; AND MINIMUM DEPLOYMENT
                                   COMMITMENT



     2.1     Scope.  Upon  the  successful  completion  of  the  Field  Trial:
             ------


                                        6
<PAGE>
          2.1.1     Calypso's Obligations. During the Term, in accordance with a
                    ----------------------
Purchase  Order  for  Equipment,  and/or  Services  and  the  supply of Licensed
Software,  which  has  been  accepted  by  Calypso,  and upon its receipt of all
Licenses,  Calypso  shall:


                         (a)  engineer, deliver, install (or have installed) the
          Equipment  for  use  at the Customer's facility in accordance with the
          intervals given in the sample Project Schedule set out in Attachment 5
                                                                               -
          hereof  ("Project  Schedule"),or  as otherwise agreed to in a specific
          Project  Schedule  proposed  by  Customer  and  agreed  to by Calypso.

                         (b) grant to Customer a nonexclusive license to use all
          Software  associated  with and integral to, the Equipment purchased by
          Customer  hereunder,  which license shall continue beyond the Term, in
          accordance  with  Article  9  hereof;

                         (c)  carry  out  the  installation  of Equipment at the
          applicable  Installation  Site  substantially  in  accordance with the
          applicable  Project  Schedule  and  in  accordance  with  the relevant
          Purchase  Orders;

                         (d)  sublicense  Third  Party  Software  to  Customer,
          including,  subject  to  such  third  party  vendor's  then  current
          applicable  terms,  conditions  and  specifications;  and

                         (e)  provide  specific support as purchased by Customer
          hereunder.

          2.1.2     Customer's  Obligations.    During  the  Term, in accordance
                    ------------------------
with  a  Purchase  Order for Equipment and/or Services, and license of Software,
which  has  been  accepted  by  Calypso,  Customer  shall:

                         (a)  Purchase Equipment and/or Services and license the
          use  of  the  Licensed  Software  in accordance with the terms of this
          Agreement;

                         (b)  Perform  Customer's  duties  as  set forth in this
          Agreement;

                         (c)  Ensure that only qualified technicians perform any
          maintenance and/or repair to the Equipment during the Warranty Period,
          which  maintenance  and/or  repair  shall be confined to routine tasks
          performed  in  accordance  with  Calypso  provided  Documentation;

                         (d)  Procure  any  necessary  License  required  of the
          parties  in connection with the performance of the parties' respective
          obligations  hereunder;

                         (e)  Ensure the operation of each System, the Equipment
          and Software is in full compliance with the applicable laws, rules and
          regulations of the various governmental bodies which have jurisdiction
          and,  in connection therewith, Customer hereby represents and warrants
          that  it  is  fully  informed  and  knowledgeable about the applicable
          communications  and regulatory laws and all other applicable laws; and

                         (f)  Not  unreasonably  withhold  Acceptance.


                                        7
<PAGE>
                         2.2  Minimum Deployment Commitment. Upon the successful
                              -----------------------------
          completion  of the Field Trial, Customer shall purchase the Equipment,
          and  license  the  Licensed  Software, from Calypso and deploy Calypso
          Equipment  and  Software  in quantities and in configurations having a
          price  in  the  aggregate  of  at least U.S.$5.2 million (the "Minimum
                                                                         -------
          Deployment Commitment")  with  a  down  payment of $2.4 million due on
          ---------------------
          October  20, 2003 (the "First Deployment Commitment"') must be ordered
          within 6 months after the successful completion of the Field Trial, in
          each  case  based  on  the  prices  set forth in Attachment 6 attached
          hereto, as such prices may change from time to time in accordance with
          the  terms  hereof  and  of  each  Purchase  Order.


                         2.3  Forecasts:  Project  Schedule.
                              ------------------------------

                         2.3.1  Quantity  Forecast.  Notwithstanding the Project
                                ------------------
          Schedule,  as  such  may  be  amended  from time to time, by the fifth
          business  day  of each month (the month hereafter being "M"), Customer
          will  provide  to  Calypso  a  binding six-month rolling forecast (the
          "Rolling  Forecast") of deliveries for the six-month period commencing
          at  the  beginning  of  the  third-month  after the month in which the
          forecast is made the Rolling Forecast (M+3 through M+12) will show the
          quantity  of each Equipment by product code which Customer anticipates
          it  will  need  to  be  delivered  during  the  specified  month.

                         2.3.2  Initial  Rolling  Forecast:  Capacity.
                                -------------------------------------
          Notwithstanding anything to the contrary contained herein, the parties
          shall  discuss  the  initial  Project  Schedule  and  Initial  Rolling
          Forecast  issued  under  this Agreement to better anticipate Equipment
          and  Software  requirements  and  availability.

     2.4        Purchase  Orders.   During  the Term of this Agreement, Customer
                -----------------
will  issue  Purchase  Orders  specifying  the Equipment and Software ordered by
Customer,  the delivery site or sites ("Installation Site[s]") for the Equipment
and  Software  and  the  proposed  delivery  schedule.

          2.4.1  Not  with  standing that a Purchase Order may not refer to this
Agreement,  any  Purchase  Order for Equipment and/or Services issued during the
Term  of  this  Agreement  shall  be deemed to have been issued pursuant to this
Agreement  and  shall be governed by the terms and conditions of this Agreement,
unless  the  parties  expressly agree to the contrary in writing (duly signed by
authorized  representatives  of  both parties). Customer hereby expressly agrees
that  except  for  non-conflicting  administrative  terms as provided below, any
additional  or  preprinted terms or conditions on the applicable Purchase Order,
shall  be  null,  void and of no effect. Each such Purchase Order shall specify:

          (a)     The  description  of  the  ordered  Equipment and/or Services,
including  any  identification  referenced  in the price list herein attached as
Attachment  6:
--------------

          (b)     Requested  place  and date of delivery as previously agreed by
Calypso;

          (c)     Applicable  Price for the ordered Equipment and/or Services as
set forth in Attachment 6 or as may be separately quoted by Calypso from time to
             ------------
time;

          (d)     Prices for Equipment engineering and installation to be quoted
by  Calypso,  together with a mutually agreed installation and turn-up schedule;

          (e)     Installation  Site(s)  where  applicable;


                                        8
<PAGE>
          (f)     Other  appropriate  information  as may be required by Calypso
necessary  to  fill  the  Purchase  Order;  and

          (g)     Location to which the applicable invoice shall be rendered for
payment.

     2.5      Price.  Subject  to:
              ------

          2.5.1     As  set  forth  in Attachment 6. the price ("Price") for any
                                       -------------
Equipment  and/or  Services (as such Prices may be adjusted by Calypso from time
to  time  to  reflect  market  conditions) shall consist of (i) the Price of the
Minimum  Deployment Commitment Purchase Order or any subsequent Purchase Orders;
(ii)  unit  list Prices for Equipment and/or Services; (iii) license fees to use
the  Software  associated with such Equipment; and (iv) for Third Party Software
and  Services,  the  Prices  as  may  be  quoted  by  Calypso from time to time.

          2.5.2     Unless  otherwise  specified,  the  Prices  set  forth  in
Attachment  6  are  exclusive  of  Calypso's charges for any Services associated
-------------
therewith.

          2.5.3     The Prices for Products and Services set forth in Attachment
                                                                      ----------
6  attached  hereto,  such  prices  do not include any kind of taxes whatsoever,
-
however  designated, which may be levied or assessed on the Products or Services
which  shall  be  the  responsibility  of  Customer  pursuant  to Section 2.6.4.

          2.5.4     The  Prices  may be adjusted by Calypso from time to time to
reflect market conditions. Calypso shall notify Customer of any Price adjustment
within  60  days  of  the  effective  date of such adjustment.   If price of any
Calypso  product is increased such that the Customer is unable to sell or market
the  Calypso  product,  Customer  is  not  obligated  to  purchase such product.


     2.6    Payment.    With  respect  to  payment  for  Purchase  Orders  for
            --------
Equipment, Customer shall pay Calypso the Price in accordance with the following
schedule:

          2.6.1     Customer  will remit payment to Calypso for invoiced amounts
within  thirty  (30)  days  from the date of issuance of a commercial invoice by
Calypso  together  with  copies of shipping documents, which will be issued upon
shipment  of  the  Product  or  completion  of  Services,  as  applicable.

          2.6.2     Any additional monies that become due to Calypso (including,
without  limitation,  Merchandise order, freight, such items as are described in
Section  2.6.5.  Software Release license fees described in Article 9, Equipment
---------------
purchases  wherein  installation  is  not  provided  by  Calypso, or Third Party
Equipment  or  Third Party Software not part of the original System order) shall
be invoiced one hundred percent (100%) upon shipment or, in the case of Software
Release  license  fees,  upon  implementation  of  such  Software  Release.
Incidental  and/or additional Services not included under Section 2.5.1 shall be
invoiced  monthly  as  performed or upon completion, whichever occurs first.  In
the case of a phased Installation, or if portions of an Installation are delayed
due to no fault of Calypso, Calypso may invoice on a per Installation Site basis
upon  completion  of  the  applicable  milestone  event.

          2.6.3     Customer  shall pay all amounts invoiced by Calypso pursuant
to  this  Section 2.6 within thirty (30) days from the date of Calypso's invoice
therefor.  All  past  due  amounts (collectively, "Past Due Amounts") shall bear
interest  at the rate of one and one percent (1%) per month (or such lesser rate
as may be the maximum permissible rate under applicable law), beginning with the
date  on  which  the  applicable  Past  Due  Amount  was  due  and  payable.

          2.6.4     Customer  shall  promptly reimburse and/or pay Calypso, upon
demand,  or  shall  pay directly, if so requested by Calypso, all taxes, levies,
import  and  export  duties  or  imposts  and charges (collectively, "Duties and
Taxes")  including,  without  limitation,  penalty  and interest,


                                        9
<PAGE>
imposed  by  any  governmental  or  taxing  authority, relating to the purchase,
license,  ownership,  possession,  use,  operation  or  relocation of Equipment,
Software  or  Services  provided  by  Calypso  under  this Agreement, excluding,
however,  all  taxes  computed  upon  the  net  income of Calypso. To the extent
Calypso  is  required  by  law to collect such taxes, one hundred percent (100%)
thereof shall be added to invoices as separately stated charges and paid in full
by  Customer,  unless  Customer  is exempt from such taxes and furnishes Calypso
with a certificate of exemption in a form reasonably acceptable to Calypso prior
to  issuance  of such invoice. Customer shall hold Calypso harmless from any and
all  claims  levied  by  a proper taxing authority for such taxes, including any
interest,  penalties  or  late  charges  due  to  Customer's  failure to perform
hereunder.  Customer's  obligations pursuant to this Section 2.6.4 shall survive
expiration  or  a  termination  of  this  Agreement.

          2.6.5     Prior  to  payment  in  full of the Price and all additional
monies  due to Calypso without written permission of Calypso, Customer shall not
sell  or  lease  Equipment  purchased  by  it,  or assign any license to use the
Licensed  Software,  or  allow  any  liens or encumbrances to attach to any such
Equipment,  or  remove such Equipment or Licensed Software from the Installation
Site  (if  applicable).

          2.6.6     Calypso  reserves the right to require reasonable assurances
of  payment  by  Customer  as  a condition to accepting certain Purchase Orders.
Calypso may, from time to time, evaluate Customer's credit standing, and on that
basis,  establish  a credit limit to accommodate Customer's issuance of Purchase
Orders  as  herein  provided.   Customer shall provide any reasonable assistance
requested  by  Calypso  necessary  for  Calypso  to  make  such
evaluation.

     2.7      Delivery:  Risk  of  Loss:  Title.
              ----------------------------------

          2.7.1  Equipment  shall be priced and shipped F.O.B place of shipment.
Calypso  may  from  time  to  time,  pre-pay  freight  charges from the place of
shipment and invoice such charges back to Customer.   Equipment shall be shipped
to  the Installation Site(s). Software shall be shipped to Customer's designated
delivery  location  (i.e.,  a  staging  center  of  warehouse).

          Customer  shall  be  responsible  for the coordination of all delivery
arrangements  required  to  comply with Project Schedule and/or Rolling Forecast
dates  and  for freight and handling charges from Customer's designated delivery
location  to  the  Installation  Sites.

          2.7.2  Title  and risk of loss or damage to any Equipment furnished by
Calypso  to Customer in accordance with this Agreement shall pass to Customer at
the  point  and  on the date of shipment. Calypso warrants to Customer that such
title  shall  be  good  and  clear  title,  free  and  clear  of  all  liens and
encumbrances.  The  foregoing  notwithstanding, title to Software shall not pass
to  Customer  at  any  time.

          2.7.3  Not  later than thirty (30) days prior to the earliest shipment
date  relating  to  any  of  the items covered by the applicable Purchase Order,
Customer  may notify Calypso that Customer (i) does not wish to receive shipment
of any Equipment on the date set forth in  such  Purchase  Order,  or (ii)  that
Customer's facilities are not prepared in sufficient time  for  Calypso  to make
delivery  pursuant  to  the  date set forth in the applicable Purchase Order. In
such  case  Calypso  shall have the right to place such Equipment in storage and
Customer  shall be liable for all additional transportation, demurrage, loading,
storage,  and  associated  costs  thereby incurred by  Calypso.  The shipment of
Equipment  to  a  storage  location  as  provided in this Section 2.6.2 shall be
deemed  to  constitute  shipment  of  the  Equipment  for purposes of invoicing,
passage  of  title  and  risk  of loss, and commencement of the Warranty Period.


                                       10
<PAGE>
     2.8  Spare  Kits.  Customer will purchase on-site installation spares parts
          ------------
and  components of the Equipment ("Spares Kits" or "Kits") reasonably designated
by  Calypso  and  agreed  upon  by Calypso and Customer from time to dine as the
quantity  necessary  to  enable  Calypso  to  provide  the  warranty and support
services  required by this Agreement. The quantity and locations of the Kits may
change with installation requirements and changes in the topology of Customer' s
network.


                                    ARTICLE 3

                                   ACCEPTANCE

     3.1     Customer  will  have  10  days  after  receipt  of the Equipment to
perform  Acceptance Tests to Accept the Equipment and confirm that the Equipment
complies  with  its  applicable technical requirements set forth in Attachment 7
                                                                    ------------
attached  hereto ("Product Specifications"). Customer shall accept the Equipment
pursuant  to  written  communication  to  Calypso within such 10 day period, and
Customer  shall  not  unreasonably withhold Acceptance. Unless Customer notifies
Calypso  within  such  10  day period of any defects in such Equipment, Customer
will  be  deemed  to  have  accepted  the  Equipment.

     3.2     Calypso will notify Customer promptly upon learning of any material
defects  in  any  of  the  Equipment.

     3.3     Maintenance  and  Support.
             --------------------------

          3.3.1     Calypso  will provide support for all Equipment and Software
and  for its expected useful life, as set forth in Attachment 8 ("Product Life")
                                                   ------------
in  accordance  with  the  terms  and  conditions  set  forth  in  Attachment 9.
                                                                   -------------

          3.3.2     If Calypso discontinues manufacture and/or support of any of
its  Equipment,  Calypso will, at Customer's request, deliver to Customer all of
the technical information owned and possessed by Calypso relating to the service
and/or support of the Equipment, in the form being used in Calypso's service and
support  centers  in its day-to-day operations of service. Customer may use such
technical information only to service and support its existing Equipment then in
use  and  used  by its subscribers. Title to Calypso's technical information and
intellectual  property  rights  will  remain  with  Calypso.


                                    ARTICLE 4

                                      TERMS

     Subject  to the terms and conditions of this Agreement, the initial term of
this Agreement shall be one (1) year from the successful completion of the Field
Trial  ("Initial  Term").  This  Agreement  will  be  automatically  renewed for
successive one-year terms (without any Minimum Deployment Commitment pursuant to
Section  2.2  unless  otherwise agreed by the parties) unless either party gives
notice of non-renewal at least 90 days before the expiration of the Initial Term
or any renewal term. The Initial Term in combination with any extensions is also
referred  to  in  this  Agreement  as  the  'Term".


                                       11
<PAGE>
                                    ARTICLE 5

                            DOCUMENTATION AND REPORTS

     5.1  Calypso  will  provide  to  Customer,  one  electronic  copy  of  the
Documentation  necessary  to  operate  and  maintain  the Equipment and Software
provided  hereunder  for  each  Installation  Site  at  which  such Equipment is
installed.  Calypso  will  provide  Customer  with:

     (a)     updates  to  the  Documentation, as such updates are made generally
available;  and

     (b)     new  and/or  revised  data  incorporating  any  to the Equipment or
Software  which  affect  form,  fit,  or function, in each case at no additional
charge  to  Customer.  Such  Documentation may be reproduced by Customer for its
internal use, provided that any copyright notice of such Documentation is copied
as  well.  Soft  copies  of such Documentation will be available upon Customer's
request. Such Documentation will be used solely for Customer's internal use only
on  a  need-to-know  and  need-to-use  basis.


                                    ARTICLE 6
                            DELIVERY AND INSTALLATION

     6.1     Calypso  will mark each shipment to Customer with Calypso name, the
Purchase  Order  number,  and  the  identity  and quantity of Equipment.   Final
destination,  interim  staging area or any special shipping instructions and any
applicable  charge  will  be  specified  on  each  Purchase  Order.

     6.2     Calypso  will  perform  installation  services  for the Products at
Calypso then standard rates for such services and on terms and conditions agreed
by  the  parties.


                                    ARTICLE 7

                                 FORCE  MAJEURE

     In  the  performance  of this Agreement, or of any obligation hereunder, is
prevented, restricted or interfered with by reason of fires, breakdown of plant,
labor  disputes,  embargoes,  government  ordinances  or  requirements, civil or
military  authorities,  acts of God or of the public enemy, acts or omissions of
carriers, inability to obtain necessary materials or services from suppliers, or
other  causes  beyond  the  reasonable control of the party whose performance is
affected,  then the party affected upon giving prompt notice to the other party,
as  set  forth  in  Article  22  shall  be  excused  from  such performance on a
day-for-day basis to the extent of such prevention, restriction, or interference
(and  the  other  party  shall  likewise  be  excused  from  performance  of its
obligations on a day-for-day basis to the extent such party's obligations relate
to  the  performance so prevented, restricted or interfered with); provided that
the  party  so  affected  shall  use  reasonable efforts to avoid or remove such
causes  of  non-performance  and  both  parties  shall  proceed to perform their
obligations  with  dispatch  whenever  such  causes  are  removed  or  cease.


                                    ARTICLE 8

                                    TRAINING

     8.1     Initial  Training.   Calypso  shall  provide, at Calypso's cost and
             ------------------
expense, one initial training course and training material for 4 individuals who
are  employees of Customer (the "Initial Training"). The Initial Training course
shall  take  place  at  a  site to be


                                       12
<PAGE>
          selected  by  Customer.  The  Initial  Training course shall cover the
          subjects that are necessary to enable Customer's personnel to install,
          operate  and  maintain  the  Equipment  and  Software  as set forth in
          Attachment  10.
          ---------------

     8.2     On-Going  Training.    Calypso  will  provide,  upon  Customer's
             -------------------
reasonable  request  and  at  the  time or times reasonably required by Customer
during  the  Term of this Agreement, training classes and training materials for
Customer personnel at Customer's sole cost and expense. Training will take place
at  the  Installation  Sites.  The  training  programs  necessary  for  full
installation,  operation  and  maintenance of the Calypso Equipment and Software
are  summarized  in Attachment 10 ("Calypso Training") which shall be subject to
                    -------------
change  by  Calypso  from  time  to  time  to  reflect  updates  to the training
methodology  and  courses.  Such  training will be kept current to encompass the
latest  Software  Releases  and  Equipment, or any other Software revision level
and/or  Equipment revision level directed by Customer. Subject to the foregoing,
course  content  and  material will be designed and agreed to by mutual consent.
Customer  will  have  the  right  to  copy  Calypso's training materials for its
internal  use  only provided that any copyright notice included in such material
is  copied  as well. Courses will be limited to a maximum often (4) attendees in
each  course  session.

     8.3     Certification. Calypso will certify attendees upon their successful
             --------------
completion  of  the course. Such course content and materials may be tailored or
customized  by  Customer  for  its  internal  use  only.


                                   ARTICLE  9

                                SOFTWARE LICENSE

     9.1  Subject  to  payment  of any and all Purchase Orders for Equipment and
Services purchased by Customer hereunder, Calypso grants to Customer a perpetual
(subject  to  termination  pursuant  to  the terms of this Agreement), personal,
nontransferable (except as provided in this Agreement), and nonexclusive license
(or, with respect to the Third Party Software, a sublicense) to use the Licensed
Software and its related Documentation provided by Calypso pursuant to the terms
of this Agreement. Use of the Licensed Software is restricted to all the Network
Elements  or  the  designated equipment, as applicable ("Designated Equipment"')
set  forth  on  Customer's Purchase Order(s). The license grants Customer only a
right to use and Customer will not sublicense such Licensed Software, or modify,
decompile,  or  disassemble  Licensed Software furnished object code to generate
corresponding Source Code. Customer and its customers will be entitled to modify
only  the  user-controlled  features of the Licensed Software as provided for in
the relaxed Documentation. With respect to any Third Party Software, in addition
to  the terms and conditions herein, Customer will abide by the applicable terms
and  conditions  of  such  Third  Party  Software.

     9.2 All Licensed Software (whether or not part of firmware) and its related
documentation  furnished  by  Calypso,  and all copies thereof made by Customer,
including  translations,  compilations,  and partial copies, are and will remain
the  exclusive  property  of  Calypso and its licensors. Customer will hold such
Licensed  Software and related documentation in strict confidence, and will not,
without  Calypso's  prior written consent, disclose, provide, provide access to,
or  otherwise  make  available,  in  whole  or in part, any Licensed Software or
related  documentation  including  any  description  of  the  Calypso Management
Information  Data Base (CMIDB) sections of the Software to anyone, except to its
employees,  and  those  agents  and  subcontractors  that are not competitors of
Calypso  having  a  need-to-know  for  purposes  of operating or maintaining the
related  Equipment  and  Software,  and  except  to  its customers to the extent
necessary  to  permit them to utilize customer-controlled features in accordance
with  the  applicable  Documentation. Such availability shall be limited to only
those  portions of the Software and its related documentation for which there is
a  need-to-know  for  purposes of operating or maintaining the related Equipment
and  Software.  All  persons  to whom the Software


                                       13
<PAGE>
and  relative  documentation  is  made available shall have agreed in writing to
obligations of confidentiality at least as protective as those set forth herein.
Customer  shall  maintain  an  accurate  and complete list of all persons having
access to the Licensed Software and its related documentation and shall maintain
a  log  of persons accessing the Licensed Software and its related documentation
and  the  nature  of  the  access,  e.g.,  edit, view, copy, etc. Customer shall
provide  Calypso  with  prompt  written  notice  of  any unauthorized use of the
Licensed Software and its related documentation and fully cooperate with Calypso
in  enforcing  Calypso's  proprietary  rights  in  the  Software and its related
documentation.  Customer  shall  not,  and  shall not permit any other person to
copy,  duplicate,  modify,  alter,  enhance,  revise,  summarize,  or  prepare
derivative  works  from  any  portion  of  the  CMIDB  sections of the Software.
Customer will not copy Software embodied in firmware, Customer will not make any
copies  of  any  other Software or related documentation except as necessary for
maintaining  archival copies in. accordance with Customer's customary practices.
Such  archival  copies  shall  be  stored  in  a  locked and, secured container.
Customer will reproduce and include any Calypso copyright and proprietary notice
on  all  such  necessary  copies  of the Software and its related documentation.
Customer  will take appropriate action, by instruction, agreement, or otherwise,
with  the  persons permitted access to the Software and related documentation to
enable  Customer  to  satisfy  its  obligation  under  this  Agreement.

     9.3     When the Software and related documentation are no longer needed by
Customer,  or  if  Customer's  license  is canceled or terminated, Customer will
return  sill  copies  of  such  Software and related documentation to Calypso or
follow  written  disposition  instructions  provided  by  Calypso.

     9.4     Subject  to  Calypso's  approval,  Customer  may  transfer  its
right-to-use  Software  furnished under this Agreement without the payment of an
additional  right-to-use  fee  by  third party transferee, except for additional
fees  which  would  have  applicable to Customer with respect to usage sensitive
factors  (e.g.,  feature pricing based on activation level).   Such transfer can
be  made  to  end  user for their own internal use, but not to any competitor of
Calypso  and  only  under  the  following  conditions:

     (a)     Such Software will be used only within The United States of America
or any other countries for which such Software may be licensed from time to time
under  the  terms  of  this  Agreement.

     (b)     The  right  to  use  such Software may be transferred only together
with  the  Designated  Equipment  with  which  Customer  has a right to use such
Software,  as  long  as  such  transfer of the Designated Equipment is permitted
pursuant to Section 14.3, and such right to use the Software will continue to be
limited  to  use  with  such  Designated  Equipment;

     (c)     Before  any such Software will be transferred, Customer will notify
Calypso in writing of such intended transfer and the transferee will have agreed
in writing (a copy of which will be provided to Calypso before such transfer) to
the  terms  of  this  Agreement  and  any  amendments  thereto.

     9.5  Subject  to  Section  11.2,  upon  advance  written notice to Calypso,
Customer  may  physically  transfer  Software  or optional feature packages, for
which  Customer  has  the  right  to  use,  from  one Customer-owned workstation
computer  and  relocate  them  to  another  Customer-owned workstation computer,
provided  that  (a)  the  Equipment from which the Software has been transferred
will  cease  to  be  Designated  Equipment for such transferred Software and the
workstation to which the Software has been transferred will thereafter be deemed
to  be  the  Designated  Equipment,  and  (b)  the Software delivered by Calypso
pursuant  to a. Purchase Order will not be resident at any time on more than the
total number of items of Designated Equipment for such Software set forth on the
applicable  Purchase  Order.  Customer  will  not  be required to pay additional
right-to-use  fees  as  a  result  of  such  relocation


                                       14
<PAGE>
                                   ARTICLE  10

                             SOFTWARE MODIFICATIONS

     10.1  Calypso will furnish to Customer preliminary planning information and
documentation  for  new  releases of the Software (each, a "Software Release'").
Such  information  will  be  provided  at  no  charge to Customer. New generally
available  releases of the Software may be licensed by customer at no charge and
to the extent such releases are included in the Maintenance and Support Services
then  in  effect  pursuant  to  the  terms  of  this  Agreement.


                                   ARTICLE 11

                             EQUIPMENT MODIFICATIONS

     11.1  Prior  to shipment, Calypso may at any time make changes in Equipment
or  modify  the  drawings  and  specifications  relating  thereto  or substitute
Equipment  of later design, provided the changes, modifications or substitutions
under  normal  and  proper  use  do not impact upon form, fit or function of the
ordered  Equipment  or  materially  adversely  affect  the  use,  function,  or
performance of the ordered Software. With respect to changes, modifications, and
substitutions  which  affect  the  form, fit, function, use or performance of an
ordered  Equipment.  Calypso  will  notify  Customer in writing 90 days prior to
their  effective dates. In the event any such change is not desired by Customer,
Customer  will notify Calypso within 30 days from the date of notice and Calypso
will not furnish any such changed Equipment to Customer on any orders in process
at  the  time  Calypso  is so notified. Calypso may discontinue any Equipment or
Software  Release  if Calypso gives Customer at least one year's notice thereof.
In such event, Calypso will provide Customer with a suggested replacement at the
same  time  for  the remainder of the term of this Agreement. Customer will have
the  right  to  substitute  the replacement product for the Equipment under this
Agreement, at a price to be negotiated by the parties. If Customer elects not to
use  the  suggested  replacement product, Calypso will offer Customer a one-year
period  beginning  the day of the notice of discontinuance within which Customer
can  place orders for the discontinued Equipment. Customer may give a last order
(  "One  Time Buy Order" ) immediately prior to the end of the six-month period.
   ---------------------
The  One Time Buy Order is non-cancelable. non-reschedulable and non-returnable;
except  as  otherwise  provided in this Agreement. Products ordered with the One
Time  Buy  Order  will  be delivered to Customer as requested by Customer but no
later  than  one  year  alter  the  notice  of  discontinuance.

11.2     Class  Changes.
         ---------------

          (a)     After  Calypso  Equipment  has  been  shipped  to Customer, if
Calypso  issues  a  Class  A  Change or Class B Change, or where modification to
correct  an  error  in  Documentation is to be introduced, Calypso will promptly
notify  Customer  of  such  change  through  Calypso's  designated  notification
procedure  ("Change  Notification"). Calypso will promptly provide, or cause the
respective  manufacturer to provide, to Customer any changes comparable to Class
A  and  Class  B  Changes to the extent they are made available by manufacturers
with  respect  to  Vendor Items sold to Customer by Calypso; it being understood
that  the  respective  manufacturers  of  the  Vendor Items may not provide such
changes  for  the  same period of time for which Calypso is obligated to provide
Class  A  and  Class  B  changes.

          (b)     Calypso  will,  at  its  expense,  furnish  the  parts  and
documentation  necessary  for  Customer to implement such Class A Change if h is
issued  within  the  Product  Life  for  the  applicable  Product.


                                       15
<PAGE>
          (c)     In  any of the instances above, if Calypso determines that the
Equipment  or  part  thereof  subject to such change is readily returnable (e.g.
plug-in  items),  Customer,  at  its  expense,  will remove and will return such
Equipment  or  part  to  Calypso's  facility  and  Calypso, at its expense, will
implement  such change at its facility and return such changed Equipment or part
to  Customer's designated location. Reinstallation will be performed by customer
at  its  expense.

          (d)     Calypso's  undertaking  under  this Article 11 with respect to
Vendor  Items is limited to the extent changes comparable to Class A Changes are
provided  by  the  respective  manufacturers  of  Vendor  Items.

          (e)     If  Customer does not make or permit Calypso to make a Class A
Change  Notification  within  one  (1) year alter the date of the related Change
Notification,  or  a  Class  B Change within two (2) years alter the date of the
related  Change  Notification,  subsequent  changes,  repairs,  or  replacements
affected  by the failure to make such change may, at Calypso's option, be billed
to  Customer  whether  or  not such subsequent change, repair, or replacement is
covered  under  warranty.

          (f)     If  Calypso  or  any  applicable manufacturer of a Vendor Item
issues  a Class B Change (or comparable change in the case of such manufacturer)
after  Equipment  has  been  shipped  to  Customer, Calypso will promptly notify
Customer if such change if it is being generally offered to Calypso's customers.
When  a  Class  B  Change is requested by Customer, billing will be at Calypso's
applicable  prices  or  the  respective  manufacturer's  then  current prices to
Calypso  as  the case may be. Notwithstanding the above, there will be no charge
for  any  Class B Change (or, in the case of a Vendor Item, a comparable change)
if such change is included in the Maintenance or Support Services then in effect
pursuant  to  the  terms  of  this  Agreement.

     11.3     Calypso reserves the right to discontinue any Equipment under this
Agreement  if Customer has not ordered any of that Equipment for two consecutive
years.  Calypso  will  provide  a minimum of 90 days' prior notice for Equipment
being  discontinued.

     11.4     Calypso  reserves  the  right  to  develop, manufacture and market
Equipment  incorporating  new  features,  functionality,  or  performance
characteristics  identified  as  a  result  of  its  relationship with Customer.
Customer  acknowledges  that  such  Equipment  will  be  the  sole and exclusive
property  of  Calypso.


                                   ARTICLE  12

                             PROPRIETARY INFORMATION

     12.1     Each  party  acknowledges  the  other  party's  ownership of trade
secrets,  proprietary  or confidential information, including but not limited to
products,  planned  products,  services  or planned services, the identity of or
information  concerning  customers  or  prospective  customers,  data, financial
information,  computer  software,  processes,  methods,  knowledge,  inventions,
ideas,  marketing  promotions,  discoveries,  inventions,  patents,  copyrights,
marks,  current or planned activities, research development or other information
relating to the other party's business activities or operations and those of its
customers  or  subcontractors,  as  well  as  the  pricing  and  other terms and
conditions  of  this  Agreement  (collectively  referred  to  hereinafter as the
"Proprietary  Information").

     12.2     (a)  This  Agreement  creates  a confidential relationship between
Customer  and  Calypso  and,  in  the  course  of,  negotiating  performing this
Agreement, including providing Equipment and licensing software pursuant to this
Agreement,  the  disclosing  party  may


                                       16
<PAGE>
disclose  Proprietary  information  to  the receiving party. The receiving party
will  keep  Proprietary  information  confidential  and,  except  as directed or
authorized  in  writing,  will  use Proprietary Information only to provide, the
Equipment,  Software  and  services  pursuant  to  this  Agreement  and will not
disclose  to  any person or entity, directly or indirectly, in whole or in part,
any  Proprietary Information, information prepared from Proprietary Information,
or  information  that  comes  into  possession  by reason of services hereunder.
Dissemination of Proprietary Information will be limited to the personnel within
the  receiving  party's  organization  with  a  need  to know and solely for the
purpose  of  the  performance  of  duties  hereunder.  Upon  cessation  of  work
hereunder,  the  receiving  party  will  return  or  destroy  and certify to the
disclosing  party  such destruction of all documents, papers and other materials
in  its control that contain or relate to Proprietary Information. To the extent
practicable all proprietary information disclosed to the receiving party will be
promptly  identified  as  such  by  the  disclosing  party  in  writing.

(b)  The  receiving  party  will  protect  the  Proprietary  Information  from
     unauthorized  use  or disclosure by exercising the same degree of care that
     it  uses with respect to Information of its own of a similar nature, hut in
     no  event  less  than  reasonable  care.

     12.3     Customer  acknowledges  and agrees that the Equipment and Software
constitute  and  embody  the valuable trade secrets and intellectual property of
Calypso  developed at great expense to Calypso. Customer may not sell, assign or
otherwise transfer any of the Equipment and Software to a third party other than
a  telecommunications  carrier  for  its  own  internal  use  in  providing
telecommunication  services,  without  the  prior  written  consent  of Calypso.
Customer  agrees that it would be reasonable for Calypso to withhold its consent
to  any  such  sale,  assignment  or  transfer of any Equipment or Software to a
company  involved  in  the  development,  marketing, distribution or sale of any
products  that  are  competitive  with  the  Equipment  and  Software.

     12.4     Notwithstanding  anything  to  the  contrary  contained herein, no
information  will  be deemed Proprietary Information if the party receiving such
information  hereunder  or  any  of  its  Affiliates  ("Receiving  Party")  can
demonstrate  that  such information: (a) is generally known to the public on the
date  of  disclosure of same or becomes generally known to the public after such
date  through  no  breach  of  this  Agreement  or  any  other  obligation  of
confidentiality; (b) is independently developed by the Receiving Party alter the
date of disclosure by employees without access to Proprietary Information of the
Disclosing  Party;  (c)  is approved for release by written authorization of the
Disclosing  Party,  but  only to the extent of and subject to such conditions as
may  be  imposed  in such written authorization; (d) is required by law, rule or
regulation, including requirements of the applicable securities exchanges, to be
disclosed,  but  only  to  the  extent  and  for  the  purposes of such required
disclosure  and  subject  to  Section 14.5; or (e) is disclosed in response to a
valid order of a court or other governmental body, but only to the extent of and
for  the  purposes  of  such  order  and  subject  to  Section  12.5.

     12.5     If  a  Receiving Party is or may be required by law or court order
to  disclose  any  Proprietary Information of a Disclosing Party, such Receiving
Party:  (a)  will  provide  to  such  Disclosing  Party immediate notice of such
possible  disclosure; and (b) will permit such Disclosing Party, at its expense,
to take all reasonable actions to eliminate such requirement of such disclosure,
to  limit  the  scope  of  same  and  to obtain protective orders to protect the
confidentiality  of such Proprietary Information, including, without limitation,
filing  motions  and  otherwise  making  appearances  before  the  court.

     12.6     The  provisions of this Article 12 will survive any termination or
expiration  of  this  Agreement.


                                       17
<PAGE>
                                   ARTICLE 13

              WARRANTIES, AND WARRANRTY EXCLUSIONS AND LIMITATIONS

13.1     Warranty
         --------

          13.1.1     Calypso  warrants  that  during the Warranty Period (as set
forth  in  Attachment  11  attached  hereto), the Equipment furnished under this
           --------------
Agreement  shall  be  free  from  defects in material and workmanship, and shall
conform  to  the  applicable portions of the Product Specifications. Any and all
claims  for  breach  of this warranty are conclusively deemed waived unless made
during the Warranty Period. Performance of Calypso's obligations hereunder shall
not  extend the Warranty Period, except that any Equipment repaired, replaced or
corrected  during  the  warranty  Period  shall continue to be warranted for the
balance  of  the  Warranty  Period.

          13.1.2       Services  furnished  by  Calypso  hereunder  shall  be
performed  in  a  professional  and  workmanlike  manner.

          13.1.3      Calypso's  sole obligation and Customer's exclusive remedy
under  this  warranty  are  limited  to  the replacement or repair, at Calypso's
option,  of  the  defective Equipment component, or the correction of the faulty
Services.  Such  replacement Equipment may be new or reconditioned to perform as
new,  at  Calypso's option. Customer shall be responsible for de-installation of
any such defective Equipment and reinstallation of any replacement Equipment, as
well  as  risk  of  loss  and  damage and all transportation costs for defective
Equipment shipped to Calypso. Calypso shall bear the risk of loss and damage and
all transportation costs for replacement Equipment shipped to Customer. Title to
defective  or  replacement  Equipment  shall  pass  to  Calypso  or Customer, as
appropriate,  upon  receipt  thereof.

13.2     Software  Warranty
         ------------------

     Calypso  warrants,  that  provided the Software is not altered by Customer,
and  provided  the  Software is used in conjunction with the Equipment purchased
under  this  Agreement and such Equipment has been maintained in accordance with
Calypso's recommended maintenance procedures, the Software shall function during
the  Warranty  Period  without defects which materially affect Customer's use of
the  software  in  accordance with Calypso's specifications for the Software. In
the  event  the Software fails to so perform and Customer's use of the Equipment
is  materially  affected by such failure, Customer's exclusive remedy under this
warranty  is  to  require  Calypso  to  correct  such failure and such remedy is
conditioned  upon  Calypso's receiving written notice within the Warranty Period
(or  oral  notice promptly confirmed in writing) of such failure. The correction
of  any  Software  failure  shall  not  extend  the  Software  Warranty  Period.

13.3     Response  Services/Time
         -----------------------

          13.3.1     During  the Warranty Period, Calypso's technical assistance
service  ('TAS")  department  shall  provide  reasonable  assistance  in  the
investigation  and  resolution  of  service-affecting  warranty defects. If such
assistance  is  requested  by  Customer,  Customer  agrees  to  follow Calypso's
standard  policies  and  procedures  related to such TAS services. The Equipment
Warranty  Period  shall  include  TAS  only  to the extent that any TAS services
provided  under  the  warranty  also apply to Equipment operating in conjunction
with  the  applicable  System.  For routine warranty service situations, Calypso
shall  ship  replacement  or  repaired  Equipment (or components thereof) within
thirty  (30)  days of receipt of the defective Equipment (or components thereof)
from  Customer.


                                       18
<PAGE>
          13.3.2      For  emergency warranty service situations, Calypso shall,
during  the  Warranty  Period,  use  all  reasonable efforts to ship replacement
Equipment  (or components thereof) within twenty-four (24) hours of notification
of the warranty defect by Customer. Customer shall pay to Calypso the surcharges
for  such  expedited  shipment of replacement Equipment. Customer shall ship the
any  defective  Equipment  to  Calypso within thirty (30) days of receipt of the
replacement  Equipment.  In  the  event  Calypso fails to receive such defective
Equipment within such thirty (30) day period, Calypso shall invoice Customer for
the  replacement  Equipment  at  the  then-current  price  in  effect therefore.


13.4     Third  Party  Equipment
         -----------------------

     13.4.1  Miscellaneous  Third  Party Equipment furnished in conjunction with
the  Equipment,  shall  be warranted in accordance with the Equipment warranties
set  forth  in  Section  13.1  and  handled  through Calypso's Repair and Return
department. With respect to all other Third Party Equipment ordered by Customer,
Third Party Equipment shall be warranted directly by such Third Party vendors in
accordance with their standard terms and conditions, including by way of example
and  not by limitation, such vendor's standard response time(s) and procedure(s)
for repair and return. Customer's sole and exclusive remedy against Calypso with
respect  to  Third  Party  Equipment  provided  under  this  Agreement.

     13.5     THE WARRANTIES AND REMEDIES SET FORTH ABOVE  CONSTITUTE  THE  ONLY
              ------------------------------------------------------------------
WARRANTIES  WITH  RESPECT  TO THE EQUIPMENT. SOFTWARE AND SERVICES PROVIDED. AND
--------------------------------------------------------------------------------
CUSTOMER'S  EXCLUSIVE  REMEDIES  IN THE EVENT SUCH WARRANTIES ARE BREACHED. THEY
--------------------------------------------------------------------------------
ARE  IN  LIEU  OF  ALL  OTHER  WARRANTIES WRITTEN OR ORAL. STATUTORY. EXPRESS OR
--------------------------------------------------------------------------------
IMPLIED.  INCLUDING  WITHOUT  LIMITATION THE WARRANTY OR MERCHANTABILITY AND THE
--------------------------------------------------------------------------------
WARRANTY  OF  FITNESS  FOR A PARTICULAR PURPOSE. CALYPSO SHALL NOT BE LIABLE FOR
--------------------------------------------------------------------------------
ANY  INCIDENTAL.  CONSEQUENTIAL.  OR  SPECIAL  DAMAGES OF ANY NATURE WHATSOEVER.
--------------------------------------------------------------------------------
FURTHERMORE.  BECAUSE  EACH  EQUIPMENT  AND  SYSTEM IS UNIQUE. CALYPSO DISCLAIMS
--------------------------------------------------------------------------------
LIABILITY  FOR  RANGE. COVERAGE. SUBSCRIBER CAPACITY. SERVICE LEVEL OR OPERATION
--------------------------------------------------------------------------------
OF  THE  SYSTEM  AS  A WHOLE. EXCEPT AS SPECIFICALLY SET FORTH IN THE WARRANTIES
--------------------------------------------------------------------------------
CONTAINED  IN  THIS  AGREEMENT.
-------------------------------

          13.5.1  Calypso's obligations under this Article 13 shall not apply to
(i)  Equipment or components thereof that are normally consumed in operation, or
have  a  normal  life  inherently shorter than the Warranty Period; (ii) defects
that  are  the  result  of  improper  storage, installation, use, maintenance or
repair by the Customer (including without limitation, operation of the Equipment
outside  the  environmental  parameters  defined  in  the specifications); (iii)
improper  operation of Equipment with other hardware used by Customer, including
the  operation of Equipment with hardware not authorized by Calypso for use with
the  Equipment,  or use of the Equipment with any improperly operating equipment
not  supplied  by  Calypso  under  this  Agreement; (iv) Equipment or components
thereof that due to no fault of Calypso have been subjected to any other kind of
misuse  or  detrimental  exposure  or  have  been involved in an accident, fire,
explosion,  Act  of  God, or any other cause not attributable to Calypso, or (v)
Equipment  or  Installation  Services altered, repaired, improperly installed or
relocated  by  any party other than Calypso or Calypso's agents. For purposes of
this  subsection  (v),  "Install"  shall  mean  only  routine  plug-in.


                                       19
<PAGE>
                                   ARTICLE 14

                      REPRESENTATIONS AND OTHER WARRANTIES

     14.1     Each  party  represents  and  warrants  that it is duly organized,
existing  and  in  good  standing  under  the  laws  of  its  jurisdiction  of
organization,  and  is  duly  qualified  as  a  foreign  corporation and in good
standing  in  all  jurisdictions in which the failure to so qualify would have a
materially  adverse  impact  upon  it's  business  and  assets.

     14.2     Each party represents and warrants that it has the corporate power
and  requisite authority to execute, deliver and perform this Agreement, and all
Purchase Orders to be executed pursuant to or in connection with this Agreement,
and  that it is duly authorized to, and has taken all corporate action necessary
to authorize, the execution, delivery and performance of this Agreement and such
other  agreements  and  documents.

     14.3     Each  party  represents  and  warrants that this Agreement and the
agreements  or documents stated in Section 14.2 above executed by it pursuant to
or  in  connection with this Agreement will constitute when executed in full the
legal,  valid  and  binding obligations of said party, enforceable in accordance
wit  their  respective  terms,  subject  to  applicable  bankruptcy, insolvency,
reorganization,  fraudulent  transfer,  moratorium or similar laws affecting the
enforcement  of  creditors rights generally and to general principles of equity.

     14.4     Customer  represents and warrants that it has and/or shall obtain,
prior to the shipment of the Field Trial Equipment and Software and any Purchase
Order,  all  Licenses  required  in  connection  with  the  performance  of  the
obligations  of  the  parties  hereunder.

     14.5     Each  party agrees to comply with all applicable export and import
laws  and  regulations of the United States of America and Costa Rica, including
all  US federal laws and regulations relating to export or re-export of products
or  technology;  and  to indemnify each other for any loss, liability or expense
incurred as a result of breach of this subsection 14.5. Thus, if, at the time or
times of Calypso's performance hereunder, a validated export license is required
for  Calypso  to  lawfully export or re-export the Equipment, Licensed Software,
Services,  or  any  underlying  Source  Code,  or technical data from the United
States  of  America  on  behalf of Calypso, then the issuance of such license to
Customer  shall  constitute  a  condition  precedent  to  Calypso's  obligations
hereunder.  Customer  agrees  that  it  will  not  resell  or  re-export Calypso
Equipment,  Licensed Software or any underlying Source Code or technical data in
any  form  without  obtaining  appropriate export or re-export licenses from the
United  States  government.


                                   ARTICLE 15

                            REMEDIES AND LIMITATIONS

     15.1     Calypso shall have the right to suspend its performance under this
Agreement  by  written  notice  to  the  Customer  and forthwith remove and take
possession  of  any  portion  of  the  Equipment  that has been delivered if the
Customer,  prior  to  payment to Calypso of the Price, shall either party become
insolvent  or  bankrupt,  make a general assignment for the benefit of, or enter
into  any  arrangement  with  creditors,  file  a  voluntary  petition under any
bankruptcy,  insolvency, or similar law, or have proceedings under any such laws
or  proceedings  seeking  appointment  of  a  receiver,  trustee  or  liquidator
instituted  against  it which are not terminated within thirty (30) days of such
commencement.

     15.2     In  the  event  of any material breach of this Agreement by either
party  which shall continue for thirty (30) or more days after written notice of
such  breach  (including  a  reasonably detailed statement of the nature of such
breach) shall have been given to the breaching party by the aggrieved party, the
aggrieved  party  shall  be  entitled  at  its  option:


                                       20
<PAGE>
          15.2.1     If  the  aggrieved  party  is  the Customer, to suspend its
performance  under Article 4 for so long as the breach continues uncorrected or;

          15.2.2      If  the aggrieved party is Calypso, to suspend performance
of  all  of  its  obligations  under  this  Agreement  for so long as the breach
continues  uncorrected  or;

          15.2.3      to  avail  itself of any and all remedies available at law
or  equity  whether  or  not  it elects to suspend its performance under Section
17.2.1  or  17.2.2  as  applicable.

     15.3     NOTWITHSTANDING  THE  PROVISIONS  OF  SECTION 11.2.  OR  ANY OTHER
              ------------------------------------------------------------------
PROVISION  OF  THIS  AGREEMENT.  CALYPSO  SHALL  NOT  BE LIABLE FOR INCIDENTIAL.
--------------------------------------------------------------------------------
INDIRECT.  CONSEQUENTIAL.  OR  SPECIAL  DAMAGES OF ANY NATURE WHATSOEVER FOR ANY
--------------------------------------------------------------------------------
ACTION  ARISING  UNDER  THIS  AGREEMENT.
----------------------------------------

     15.4     Any  action  for  breach of this Agreement or to enforce any right
hereunder  shall  be  commenced  within  two (2) years after the cause of action
accrues  or  it  shall  be  deemed waived and barred (except that any action for
nonpayment  may  be  brought  at  any  time  permitted  by  applicable  law).


                                   ARTICLE 16

                           SUPPORT AND OTHER SERVICES

     16.1    Customer  will  purchase  for   Network  Equipment and Software the
Basic  Calypso  Support  Repair  and Return maintenance service as identified in
Attachment  9
-------------

Customer  may  purchase  additional  maintenance and support services as defined
in  Attachment  9.


                                   ARTICLE 17

                COVERAGE INTERFERENCE AND THIRD PARTY FACILITIES

17.1     Calypso shall have no liability as a result of non-performance, failure
or  poor  performance  of the Equipment, Software or System caused by, resulting
from  or  attributable to Customer-provided designs, specifications or equipment
configuration  requirements.  Calypso  may  rely  upon  and  utilize  any
Customer-provided  designs,  studies,  specifications  or  requirements  without
liability  therefore.

17.2     Calypso  shall  not be responsible  for any failures or inadequacies of
performance  resulting  from  equipment not supplied and installed by Calypso or
Calypso's agents or subcontractors pursuant to this Agreement. Calypso shall not
be  responsible for interference or disruption of service caused by operation of
other  radio systems, lighting, motor ignition or other similar interference. In
the  event  Customer  utilizes  facilities or services supplied by other such as
common  carrier  circuits,  antennas  or  towers,  Customer shall have the total
responsibility  for the availability or adequacy of such services or facilities.


                                       21
<PAGE>
                                   ARTICLE 18

                                 INDEMNIFICATION

18.1   Calypso  will be responsible for and agree to Indemnify and hold harmless
Customer  from  and  against  all losses, liabilities, demands, claims, actions,
proceedings,  suits  and damages (including reasonable legal fees) for injury to
persons  or  damage  to tangible property to the extent it results directly from
the intentional or negligent acts or omissions, or strict liability, of Calypso,
its  officers,  agents,  employees,  or  contractors.

18.2    Customer  will  be  responsible  for  and  agrees  to indemnify and bold
harmless  Calypso  from  and  against  all losses, liabilities, demands, claims,
actions,  proceedings,  suits  and damages (including reasonable legal fees) for
injury, including death, to persons or damage to tangible property to the extent
it  results  directly  from  the  intentional or negligent acts or omissions, or
strict  liability,  of Customer, its officers, agents, employees or contractors.

18.3   With  respect  to  each  of Sections 18.1 and 18.2 above, the indemnified
party will give the indemnifying party prompt written notice of all such claims,
actions,  proceedings  or  suits  and  the indemnifying party will have the sole
defense  thereof;  including  appeals,  and  the  sole right to settle the same;
provided,  however, that the indemnifying party will not agree to any settlement
which  imposes  liability  or  obligation  on  the  indemnified  for  which  the
indemnified  party  is  not  fully  indemnified  without  first  obtaining  the
indemnified  party's  consent. The indemnified party will, upon the indemnifying
party's  request  and  at the indemnifying party's expense, furnish all relevant
information  available  to  the  indemnifying party and cooperate and assist the
indemnifying  party  in  every  reasonable  way to facilitate the defense and/or
settlement  of  any  such  claim,  action,  proceeding  or  suit.


                                   ARTICLE 19

                      PATENTS, COPYRIGHT AND TRADE SECRETS

     19.1  Each party acknowledges the other party's ownership of trade secrets,
proprietary or confidential information including, but not limited to, products,
planned  products,  services or planned services, the identity of or information
concerning  customers  or  prospective  customers,  data, financial information,
computer  software,  processes, methods, knowledge, inventions, ideas, marketing
promotions,  discoveries,  patents,  copyrights  marks  and  other  intellectual
property  rights  current  or  planned activities, research development or other
information  relating to the other party's business activities or operations and
those of its customers or subcontractors, as well as the pricing and other terms
and  conditions of this Agreement (collectively, the "Proprietary Information").


                                   ARTICLE 20

                                   TERMINATION

     20.1     Either  party  may  terminate  this  Agreement and any outstanding
Purchase  Order,  in  whole  or in part, in the event of a default by the other,
provided  that  the  non-  defaulting  party  so advises the defaulting party in
writing  of the event of alleged default and affords the defaulting party thirty
(30)  days  within  which  to  cure  the default. Default is defined to include:

          (a) Either party becomes insolvent, makes a general assignment for the
benefit of creditors, files a voluntary petition in bankruptcy or an involuntary
petition in bankruptcy is filed against such party which is not dismissed within
sixty (60) days after the date such petition is


                                       22
<PAGE>
filed,  or suffers or permits the appointment of a receiver for its business, or
its  assets  become  subject  to any proceeding under a bankruptcy or insolvency
law,  domestic  or  foreign,  or has liquidated its business: (b) Either party's
material  breach  of any of the terms or conditions hereof; (c) The execution by
either party of an Assignment for the benefit of creditors or any other transfer
or assignment of similar nature; or (d) Termination by either party of the Field
Trial  Equipment  and  Software  pursuant  to  Section  1.1.3.


     20.2     Neither  the  expiration  of this Agreement according to its terms
nor its termination under the provisions of Section 20.1 will prejudice any clam
for  any  outstanding amount owed Calypso and Customer to each other, damages or
any  other rights or remedies that any party may have under this Agreement or at
law  or  in  equity  or  relieve  any  party from the duty to bold hi confidence
proprietary  information  and otherwise comply with, and exercise the rights set
forth  in  the  applicable Articles and Sections of this Agreement each of which
will  survive  such  termination.


                                   ARTICLE  21

                               DISPUTE RESOLUTION

     21.1     In  the  event a dispute arises in connection with this Agreement,
the  parties shall attempt in the first instance to resolve such dispute through
friendly  consultation.  If  the  dispute  is not resolved through consultations
within  thirty (30) days after a requesting party has served a written notice on
the other party requesting the commencement of consultations, then any party may
refer  the  dispute  to  arbitration  in  the  United  States  of America by the
Arbitration  Institute  of  the  United States Chamber of Commerce in accordance
with  the  rules  of  the  Arbitration  Institute  at  the  time being in force.

     21.2     There  shall  be three (3) arbitrators, with each party appointing
one  (1)  arbitrator  each as hereto. The third arbitrator shall be appointed by
the  Arbitration  Institute  and  shall  serve  as  chairman  of  the  tribunal.

     21.3     The  arbitration  proceedings  shall  be  conducted  in  English.

     21.4     The  arbitration  award shall be final and binding on the parties.

     21.5     When any dispute occurs and when any dispute is under arbitration,
except  for  the  matters  under dispute, the parties shall continue to exercise
their  other  respective  rights  and fulfill their other respective obligations
under  this  Agreement.

     21.6     In any arbitration proceeding, any legal proceeding to enforce any
arbitration  award  and any other legal proceedings between the parties relating
to this Agreement, each party expressly waives the defense of sovereign immunity
and  any  other  defense based on the fact or allegation that it is an agency or
instrumentality  of  a  sovereign  state.

     21.7     Notwithstanding  the  foregoing,  Calypso  may  bring  a claim for
injunctive  relief  as  provided  in any court of competent jurisdiction without
first  submitting the claim to arbitration in the event of Customer's breach, or
threatened  breach  of  the  provisions  contained  in  Article 9, Article 12 or
Article  19  hereof.


                                       23
<PAGE>
                                   ARTICLE  22

                    NOTICE AND REPRESENTATIVES OF THE PARTIES

Any  notice  ("Notice") required or permitted under this Agreement must be given
in  writing  to  the  address or facsimile number provided for a party below (or
such other address or number as any party may provide to the other in writing in
the  manner  contemplated  hereby)  and  will  be  deemed  effective as follows:

     (a)     if  delivered in person or by courier, on the date it is delivered;

     (b)     if  sent  by  facsimile  transmission,  on  the  date  that  the
transmission  is  received  by  the  recipient  party  in  legible  form;

     (c)     if  sent  by certified or registered mail or the equivalent (return
receipt  requested),  on  the  date  that  mail  is delivered or its delivery is
attempted but acceptance is refused; unless the date and time of any delivery or
receipt,  as  applicable, is not during normal working hours on a local business
day,  in  which  case  Notice  will  be  deemed given and effective on the first
following  day  that  is  a  local  business  day. For purposes hereof, a "local
business  day" is a business day in the city specified in the address for notice
provided  by  the recipient. The Notices provided for by this Article 22 will be
given  to  the  following:



If to Calypso:


                    Calypso Wireless, Inc.
                    5979 NW 151 Street.
                    Miami, Florida, USA 33014

                    David Davila
                    Attn: Vice President Sales


If to Customer:

                    CGE Distributors Corporation.
                    200 MTS West San Pedro
                    San Jose, Costa Rica

                    Victor Ramirez
                    Attn: General Manager


                                   ARTICLE  23

                                  MISCELLANEOUS

     23.1     Assignment.   Neither  party  to  this  Agreement  may  assign,
              -----------
transfer,  pledge, encumber or hypothecate its interest in this Agreement or any
of  its rights hereunder or delegate its obligations hereunder without the prior
written  consent of the other party to this Agreement, which consent will not be
unreasonably  withheld, and any attempted assignment which does not comply fully
with  this  Article  23.1 will be null anti void. Notwithstanding the foregoing,
Calypso,  may,  upon  prompt  written  notice, assign its rights and obligations


                                       24
<PAGE>
pursuant  to  this  Agreement  to  any  Affiliate  or  to  its  successors  by
consolidation or merger, or the transferee of substantially all of the assets of
Calypso.

     23.2     Governing  Law.  This  Agreement  will  be construed in accordance
              ---------------
with  and  governed  by  the  law  of the State of Florida without regard to the
conflict  of  law  provisions  of  such  state  or  any  other  jurisdiction.

     23.3     Laws  and  Regulations.   The  parties hereby agree to comply with
              -----------------------
all  local, municipal, provincial, central, foreign, governmental and regulatory
laws,  orders,  codes,  rules  and  regulations  that  are  applicable  to their
respective  performance  of  this Agreement including, without limitation, those
issued  by  government  agencies of the State of Florida with authority over the
subject-matter  of  this  Agreement.

     23.4     Amendment.  Any  provision  of  this Agreement, or any attachment,
              ----------
exhibit or rider hereto, way be amended only if such amendment is in writing and
signed  by  all  the  parties  hereto.  Additions  to  the Calypso Equipment and
modifications to Prices may be made by Calypso, from time to time, in additional
Attachment  6 containing the following information: Calypso Equipment, Equipment
-------------
Description,  and  Price.

     23.5     Waiver. Any waiver or delay in the exercise by either party of any
of  its rights under this Agreement will not be deemed to prejudice such party's
right  of termination or enforcement for any further, continuing or other breach
by  the  other  party.

     23.6     Successors and Assigns.   The provisions of this Agreement will be
              -----------------------
binding upon and inure to the benefit of the parties hereto and their respective
permitted  successors  end  permitted  assigns.

     23.7     Public  Disclosures.   Neither  party  will  issue  or release for
              --------------------
publication  any  materials  relating  to  the  existence of this agreement, the
products  or any services to be performed pursuant to this agreement without the
prior written consent of the other party, which consent will not be unreasonably
withheld  provide  such  publications are for internal use or use by a financial
institution  in  connection  with  funding  required  under  this  agreement.

     23.8     Severability. Whenever possible, each provision of this Agreement,
              -------------
as well as any attachment, exhibit or rider attached hereto, will be interpreted
in  such mariner as to be effective and valid under applicable law, order, code,
rule  or  regulation  but  if  any  provision  of this Agreement, as well as any
attachment,  exhibit  or  rider  hereto,  is  held  to  be  invalid,  illegal or
unenforceable  in  any  respect  under  any applicable law, order, code, rule or
regulation,  such Invalidity, illegality or unenforceability will not affect any
other  provision,  attachment,  exhibit  or  rider  of  this Agreement, but this
Agreement, attachment, exhibit or rider will be reformed, construed and enforced
in  such  jurisdiction  as  if such invalid, illegal or unenforceable provision,
attachment, exhibit or rider had never been contained herein or attached hereto.

     23.9     Descriptive  Headings.    The  descriptive  headings  of  this
              ----------------------
Agreement are inserted for convenience only and do not constitute a part of this
Agreement.

     23.10     Counterparts.  This  Agreement  may  be  executed  in  separate
               -------------
counterparts  each  of which will be an original and all of which taken together
will  constitute  one  and  the  same  Agreement.

     23.11     Relationship  of  Parties.  Neither  Calypso, its subcontractors,
               --------------------------
employees  or  agents  will  be deemed to be employees or agents of Customer, it
being  understood  that  Calypso,  its  subcontractors,  employees or agents are
independent  contractors  with  respect  to Customer for all purposes and at all
times.


                                       25
<PAGE>
     23.12     Trademark.    Nothing  contained  in  this  Agreement  shall  be
               ----------
construed  as conferring any right to use in advertising, publicity or marketing
activities any name, trademark or other designation of a party hereto, including
any  contraction,  abbreviation  or  simulation  of  any  of  the  foregoing.


                                   ARTICLE  24

                           INCORPORATION OF DOCUMENTS

     This Agreement hereby incorporates by reference the Attachments referred to
herein.  In  the  event  of  an  inconsistency  or conflict between or among the
provisions  of  this  Agreement,  the  inconsistency  will be resolved by giving
precedence  in  the  following  order:

     (1)   Agreement;
     (2)   Attachments; and
     (3)   Purchase Orders (excluding any preprinted terms and conditions).


                                   ARTICLE  25

                                   DEFINITIONS

     "Acceptance  Test"  means the tests performed by Customer for the System to
     ------------------
confirm  that  the Equipment and Software perform in accordance with the Product
Specifications  (as  defined  below).

     "Affiliate"  means,  with  respect  to  any  person, any other person which
controls,  is  controlled  by,  or  under  common control with, such entity; and
"control"  means the ownership of a majority of the voting equity of a person or
the  power  to  direct the management or policies of such person whether through
ownership  of  securities,  by  contract  or  otherwise.

     "Change  Notification"  is  defined  in  Section  11.2
     ----------------------

     "Class  A  Change"  means  a  modification of existing Calypso manufactured
Equipment  to  remedy  a  non-conformance  to Technical Requirements required to
correct  design  defects  of  a  type  that  results in electrical or mechanical
inoperative  conditions  or  unsatisfactory  operating  conditions,  or which is
recommended  to  enhance  safety.

     "Class  B  Change"  means  an  optional change, available to Customer at an
additional  cost, that provides Equipment enhancements resulting in new features
or  improved  service  capabilities  to  Calypso  Equipment.

     "Designated Equipment" is defined in Article 11.

     "Documentation"  with  respect to any Equipment or Software means Calypso's
technical  documentation  end  operating  manuals  for  such  Product.

     "Effective Date" is defined in the Preamble.

     "Equipment"  or  "Calypso Equipment" means the cellular broadband real time
                       -----------------
video  phones,  WLAN  Access  Point  and  PCMCIA Card that may be purchased from
Calypso  pursuant  to  this  Agreement.

     "Initial Term" is defined in Article 3.


                                       26
<PAGE>
     "Installation  Site"  means  any  customer  locations where Calypso Network
Equipment  or  Software  is  to  be  installed.

     "Licensed Software" means the Calypso software and third party software (as
     ------------------
defined  below), each of which in machine-readable form, and subsequent Software
upgrades, necessary to install, operate, and maintain the Equipment purchased or
licensed  by  Customer  pursuant  to  this  Agreement.

     "Maintenance  and  Support  Services"  is  defined  in  Article  18.
     -------------------------------------

     "Network  Element"  means  a  material  component  of  Calypso's
     ------------------
telecommunications  soft-switch  system  including,  but  not  limited  to, base
station  controllers,  WLAN  wireless  access points, DSL Routers, Gateways, and
handsets.

     "Product  Life"  for  each  Equipment  is  as  set  forth  in Attachment 8.
                                                                   ------------

     "Proprietary  Information"  is  defined  in  Section  12.1.
     --------------------------

     "Purchase  Order"  means  the  purchasing  document  issued  by  Customer,
     -----------------
subject  to  the terms and conditions of this Agreement, and which describes the
specific  Equipment  and  Software  and  specifies   the   scope  of   work,
quantities  and   dates  for  delivery,  prices,  billing  instructions,  arid
any  other  necessary  information.

     "Rolling  Forecast"  is  defined  in  Section  2.3.
     -------------------

     "Services"  means the services provided by Calypso to Customer as specified
     ---------
in  a  Purchase Order to the extent such Services are not included in the supply
of  other  Equipment  and  Software.

     "Software"   refers  to  all  the  Calypso  object-code  computer programs,
     ----------
computer  languages,  and  operations  licensed  to Customer by Calypso pursuant
to  the  terms  of  this Agreement and  used  solely  in  conjunction  with  the
System  and  the  Equipment  to  perform a useful  function  or  used to  enable
human  access  to  the  Equipment  for the purposes of installing, operating, or
maintaining  such  Equipment.

     "Source  Code" means all intellectual information including but not limited
     --------------
to Documentation,  Software in  human-readable  form,  flow charts,   schematics
and  annotations  which  comprise  the  pre-coding  detailed  design
specifications  for  Licensed  Software  (excluding  Third  Party  Software).

     "System"  means a configuration of Equipment with connection to a broadband
     --------
internet  networks  and  mobile  networks,  including  gateways,  routers,
soft-switches and multiplexers  with  at  least   two  (2)  end  terminals,  any
intermediate  line  amplifiers  connected  by  fiber  to  the  end  terminals,
all  associated  Software,  which  has  the  ability  to  communicate  to  an
element  management  system  such  that  traffic  can  be  transmitted  from end
terminal  to  end  terminal  and  operation  can  be  monitored  by  the element
management  system.

     "Technical Requirements"  means the specifications set forth in appropriate
     ------------------------
industry  standard telecommunications  technical  requirements  where applicable
or  as  such  specifications  may  be  most   currently   modified  or  amended
pursuant  to  mutual  agreement  of  the  parties.

     "Third Party Software"   means  Software  which  is independently developed
     ----------------------
by  a  third  party  sub-licensed  to  Customer  under  this  Agreement  or
otherwise  provided  with  the  Equipment  hereunder.


                                       27
<PAGE>
     "Field Trial" is defined is Article 1.

     "Field Trial Test Criteria" is defined in Article 1.
     ---------------------------

     "Warranty  Period"  means  the  period  set forth in Attachment 11 attached
                                                          -------------
hereto.


                                       28
<PAGE>
                                   ARTICLE  26

                                ENTIRE AGREEMENT

     This  Agreement  together with all Exhibits and Attachments constitutes the
entire Agreement between Customer and Calypso with respect to the subject matter
hereof  and supersedes all prior agreements and understandings, both written and
oral,  between  the  parties  with  respect  to  such subject matter, and is not
intended  to  confer upon any person other than the parties hereto any tights or
remedies  hereunder.

     IN  WITNESS  WHEREOF,  the  parties hereto have caused this Agreement to be
executed  by  their duly authorized representatives as of the day and year first
above  written.



Calypso Wireless, Inc.                      CGE Distributors Corporation.




By:  /s/David  Davila                       By:  /s/  Victor  Ramirez
    --------------------------                 ---------------------------
Name:   David  Davila.                      Name:   Victor Ramirez
Title:  Vice  President  Sales              Title:  General  Manager


                                       29
<PAGE>