EXHIBIT 10.1





                              PROCUREMENT AGREEMENT


                                     BETWEEN


                        INDUSTRIAS DE TELECOMUNICACIONES
                             AMERICANAS - ATEL S.A.
                          (A WHOLLY-OWNED SUBSIDIARY OF
                             CALYPSO WIRELESS, INC.)


                             CHINA TELECOM CHANGZHOU
                             TLECOMMUNICATION BUREAU
                                 (CHINA TELECOM)


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


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

      1    FIELD TRIAL EQUIPMENT AND SOFTWARE . . . . . . .     1
      2    SCOPE; VOLUME DEPLOYMENT; AND MINIMUM
           DEPLOYMENT COMMITMENT. . . . . . . . . . . . . .     3
      3    ACCEPTANCE . . . . . . . . . . . . . . . . . . .     8
      4    TERM . . . . . . . . . . . . . . . . . . . . . .     8
      5    DOCUMENTATION AND REPORTS. . . . . . . . . . . .     9
      6    DELIVERY AND INSTALLATION. . . . . . . . . . . .     9
      7    FORCE MAJEURE. . . . . . . . . . . . . . . . . .     9
      8    TRAINING . . . . . . . . . . . . . . . . . . . .    10
      9    SOFTWARE LICENSE . . . . . . . . . . . . . . . .    10
     10    SOFTWARE MODIFICATIONS . . . . . . . . . . . . .    12
     11    EQUIPMENT MODIFICATIONS. . . . . . . . . . . . .    12
     12    PROPRIETARY INFORMATION. . . . . . . . . . . . .    14
     13    WARRANTIES AND WARRANTY EXCLUSIONS AND
           LIMITATIONS. . . . . . . . . . . . . . . . . . .    16
     14    REPRESENTATIONS AND OTHER WARRANTIES . . . . . .    18
     15    REMEDIES AND LIMITATIONS . . . . . . . . . . . .    19
     16    SUPPORT AND OTHER SERVICES . . . . . . . . . . .    20
     17    COVERAGE INTERFERENCE AND THIRD PARTY FACILITIES    20
     18    INDEMNIFICATION. . . . . . . . . . . . . . . . .    20
     19    PATENTS, COPYRIGHT AND TRADE SECRETS . . . . . .    21
     20    TERMINATION. . . . . . . . . . . . . . . . . . .    21
     21    DISPUTE RESOLUTION . . . . . . . . . . . . . . .    22
     22    NOTICE AND REPRESENTATIVES OF THE PARTIES. . . .    22
     23    MISCELLANEOUS. . . . . . . . . . . . . . . . . .    23
     24    INCORPORATION OF DOCUMENTS . . . . . . . . . . .    25
     25    DEFINITIONS. . . . . . . . . . . . . . . . . . .    25
     26    ENTIRE AGREEMENT . . . . . . . . . . . . . . . .    27


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


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



         1    Field Trial Equipment And Software And Pricing . . .    29

         2    Field Trial Test Criteria. . . . . . . . . . . . . .    30

         3    Field Trial Equipment And Software Delivery Schedule    31

         4    Field Trial Support Services . . . . . . . . . . . .    32

         5    Project Schedule . . . . . . . . . . . . . . . . . .    33

         6    Prices For Products and Services . . . . . . . . . .    34

         7    Product Specifications . . . . . . . . . . . . . . .    37

         8    Product Life . . . . . . . . . . . . . . . . . . . .    38

         9    Maintenance and Support Services And Other Services.    39

        10    Calypso Equipment Training Classes . . . . . . . . .    43

        11    Warranty Period. . . . . . . . . . . . . . . . . . .    45


<PAGE>
     THIS PROCUREMENT AGREEMENT ("Agreement"), made effective as of this 6th day
                                  ---------
of  April,  2001  ("Effective  Date"),  by  and  between  Industrias  De
                    ---------------
Telecomunicaciones  Americanas  ATEL,  S.A.,  a  Costa  Rican entity, which is a
wholly-owned subsidiary of Calypso Wireless, Inc., having its principal place of
business  at Metropolitan Free Trade Zone, San Jose, Costa Rica ("Calypso"), and
                                                                  -------
China  Telecom  Changzhou Telecommunication Bureau (China Telecom) a corporation
of the People's Republic of China, having its principal place of business at No.
168  He  Ping South Road Changzhou, P.C. 213003, the People's Republic of China,
("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  phones,  IP  wireless  phones  and  communications
equipment.

     B.     Customer  is  a  leading  telecommunications service provider in The
People's  Republic  of  China  ("P.R.C.")  offering  a  broad  range  of
                                 ------
telecommunications services to meet the increasing demand for telecommunications
services  in  the  P.R.C.

     C.     Customer  desires  to  deploy  commercially,  and Calypso desires to
supply,  Calypso  equipment  and  software in Customer's network contingent upon
such  equipment  and software performing in accordance with the Field Trial Test
Criteria  (as  defined  below).

                                    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  wireless  pagers  and  cellular  phones,  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
                                                        /s/  J.S.A.  /s/  J.Z.M.
                                                             ------       ------
                                                                       Atel S.A.
<PAGE>
     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 240
days  from the date of issuance of a commercial invoice by Calypso together with
copies of shipping documents for the Field Trial 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 $50 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 180 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 of 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 60 days after delivery,
installation and turn-up of the 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")  that may be required to be obtained from any governmental entity in
---------
any  applicable jurisdiction in connection with


                                        2
                                                        /s/  J.S.A.  /s/  J.Z.M.
                                                             ------       ------
                                                                       Atel S.A.
<PAGE>
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 Ministry of
Information  Industry  ("MII"),  the  Ministry  of  Foreign  Trade  and Economic
                         ---
Cooperation  ("MOFTEC"),  the  State  Radio  Regulatory Commission ("SRRC"), the
               ------                                                ----
General  Administration  of  Customs ("Customs"), or other relevant authority of
                                       -------
the  PRC.

     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 CONINIITMENT

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

          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 in the Province of Changzhou in the P.R.C. 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:


                                        3
                                                        /s/  J.S.A.  /s/  J.Z.M.
                                                             ------       ------
                                                                       Atel S.A.
<PAGE>
               (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.

     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.$500
million  (the  "Minimum Deployment Commitment"), U.S. $135 million of which (the
                -----------------------------
"First  Year  Deployment Commitment") must be ordered within 12 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 non-binding
                             -
ten-month  rolling  forecast  (the  "Rolling  Forecast")  of  deliveries for the
                                     -----------------
ten-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
             ----------------


                                        4
                                                        /s/  J.S.A.  /s/  J.Z.M.
                                                             ------       ------
                                                                       Atel S.A.
<PAGE>
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  Notwithstanding  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;

               (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.


                                        5
                                                        /s/  J.S.A.  /s/  J.Z.M.
                                                             ------       ------
                                                                       Atel S.A.
<PAGE>
          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, 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


                                        6
                                                        /s/  J.S.A.  /s/  J.Z.M.
                                                             ------       ------
                                                                       Atel S.A.
<PAGE>
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


                                        7
                                                        /s/  J.S.A.  /s/  J.Z.M.
                                                             ------       ------
                                                                       Atel S.A.
<PAGE>
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.

     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

                                      TERM

     Subject  to the terms and conditions of this Agreement, the initial term of
this  Agreement  shall  be three (3) years from the successful completion of the
Field  Trial  ("Initial Term"). This Agreement will be automatically renewed for
                ------------
successive one-year terms


                                        8
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                                                             ------       ------
                                                                       Atel S.A.
<PAGE>
(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".
                     ----

                                    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


                                        9
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                                                             ------       ------
                                                                       Atel S.A.
<PAGE>
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 nonperformance 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 10 individuals
who  are  employees  of  Customer (the "Initial Training"). The Initial Training
                                        ----------------
course  shall  take  place  at  a  site  to be 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 asset
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  (10) 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


                                       10
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                                                             ------       ------
                                                                       Atel S.A.
<PAGE>
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 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


                                       11
<PAGE>
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 Peoples Republic of
China  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.


                                       12
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                                                                       Atel S.A.
<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
             --------------------


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                                                                       Atel S.A.
<PAGE>
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 it is
issued  within  the  Product  Life  for  the  applicable  Product.

          (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


                                       14
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                                                                       Atel S.A.
<PAGE>
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  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, but 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


                                       15
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                                                             ------       ------
                                                                       Atel S.A.
<PAGE>
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.

                                   ARTICLE 13

               WARRANTIES AND WARRANTY 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.


                                       16
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                                                             ------       ------
                                                                       Atel S.A.
<PAGE>
          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.

          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.
              -----------------------


                                       17
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                                                             ------       ------
                                                                       Atel S.A.
<PAGE>
          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.
                         -------


                                       18
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                                                             ------       ------
                                                                       Atel S.A.
<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  its  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, Costa Rica and the
People's  Republic  of  China,  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.


                                       19
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                                                             ------       ------
                                                                       Atel S.A.
<PAGE>
                                   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:

          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.
                 -------------


                                       20
                                                        /s/  J.S.A.  /s/  J.Z.M.
                                                             ------       ------
                                                                       Atel S.A.
<PAGE>
                                   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.

                                   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.


                                       21
                                                        /s/  J.S.A.  /s/  J.Z.M.
                                                             ------       ------
                                                                       Atel S.A.
<PAGE>
                                   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 nondefaulting 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 flied, 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 in 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.


                                       22
                                                        /s/  J.S.A.  /s/  J.Z.M.
                                                             ------       ------
                                                                       Atel S.A.
<PAGE>
                                   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  Stockholm,  Sweden  by the Arbitration
Institute  of  the Stockholm 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.

                                   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;


                                       23
                                                        /s/  J.S.A.  /s/  J.Z.M.
                                                             ------       ------
                                                                       Atel S.A.
<PAGE>
          (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 Customer:
                   China  Telecom  Changzhou  Telecommunication  Bureau
                   (China  Telecom)
                   No.  168  He  Ping  South  Road  Changzhou,
                   P.C:  213003,  P.R.  of  China

                   ATTN:
                           Vice  Director

If to Calypso:

                   Industrias  de  Telecomunicaciones  Americanas,  ATEL  S.A.
                   Care  of
                   Calypso  Wireless,  Inc.
                   5979  N.  W.  151  St.,  Suite  106
                   Miami  Lakes,  Florida,  USA  33014

                   ATTN:
                           President


                                       24
                                                        /s/  J.S.A.  /s/  J.Z.M.
                                                             ------       ------
                                                                       Atel S.A.
<PAGE>
                                   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
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 People's Republic of China 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.


                                       25
                                                        /s/  J.S.A.  /s/  J.Z.M.
                                                             ------       ------
                                                                       Atel S.A.
<PAGE>
     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
tunes.

     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).


                                       26
                                                        /s/  J.S.A.  /s/  J.Z.M.
                                                             ------       ------
                                                                       Atel S.A.
<PAGE>
                                   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 equipment and wireless pagers
      ---------       -----------------
and  handsets  that  may  be  purchased from Calypso pursuant to this Agreement.

     "Initial  Term"  is  defined  in  Article  3.
      -------------

     "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.
      -----------------------------------


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<PAGE>
     "Network  Element"  means  a  material  component  of  Calypso's
      ----------------
telecommunications  soft-switch  system  including,  but  not  limited  to, base
station  controllers,  DSLAM's,  Routers,  Gateways,  transmitters,  local
transceivers  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.


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<PAGE>
     "Field  Trial"  is  defined  in  Article  1.
      ------------

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

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

                                   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.

Industrias de Telecomunicaciones             China Telecom Changzhou
Americanas, ATEL, SA.                        Telecommunication Bureau
(Sub of Calypso Wireless, Inc.)              (China Telecom)


By:
   -------------------------------           -----------------------------
Name:                                        Name:
Title:  Chief  Operations  Officer           Title:    Vice  Director


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<PAGE>