Consultant Agreement




                              CONSULTANCY AGREEMENT

                                     BETWEEN

                                   VGTEL INC.

                                       AND

                               BRAIN & POWER LTD.


This  CONSULTANCY AGREEMENT ("Agreement"), dated this 18TH  day of May 2006 (the
"Effective  Date"),  is  entered  into  by  and  between, VGTel Inc., a New-York
Corporation,  having  its  business offices at 2303 South Blvd, Houston TX 77098
("VGTEL"), and Brain & Power Ltd. an Israeli Corporation with offices located at
8  Hagefen St., Kiryat Bialik, Israel ("B&P"), hereinafter individually referred
to  as  "Party"  and  collectively  referred  to  as  "Parties".



     RECITALS
     --------

WHEREAS,  VGTel  developed  a unique platform providing Global Messaging Gateway
using  Voice  Over  Internet Protocol to bypass the need for traditional telecom
equipment;  and,

WHEREAS,  B&P  has  experience and knowledge developing out-of-the-box solutions
for  remote  digitally  controlled  communication  applications;  and,

WHEREAS,  VGTel  is looking for ways to expand the availability of its platform,
making  it  easy  for people to use, and take advantage of the offered services;
and

NOW THEREFORE, the Parties, in consideration of the mutual covenants and
agreements hereinafter set forth,
                                  agree as follows:

WHEREAS,  B&P  has will explore, design and test new easy ways to access the GMG
platform.


1.     DUTIES  AND  OBLIGATIONS
       ------------------------

1.1     PARTIES  OBLIGATIONS:  During  the  Term  of  this Agreement, as defined
        ---------------------
herein  in  section 1.2, B&P will suggest new ideas and ways for users to access
the  GMG  platform, and present the ways to implement those ideas. Following the
consent  of  VGTel,  B&P  will proceed to design and develop the tools associate
with  the  new  approach.
            VGTel will provide B&P marketing and background technical materials,
as may be requested from time to time to support B&P effort. VGTel's will update
B&P  with  all  new  developments  and provide technical updates and know-how to
assist  B&P's  activity.

1.2   TERM  OF  AGREEMENT:    This Agreement shall be effective and the Parties'
      --------------------
obligations  shall commence upon the Effective Date of this Agreement, and shall
continue  for  an  initial  period  of  six  (6)  months from the Effective Date
("Term").  This  Agreement  will  be  renewed  on a year-to-year basis after the
expiration  of the initial Term or any subsequent term.  If either Party desires
to  cancel this Agreement upon the expiration of the initial Term or any Renewal
Term,  it  shall  give  the  other Party notice of its intent to cancel at least
thirty  (30)  days  prior to the expiration of the current Term or Renewal Term.
This  Agreement  shall  continue  and  remain  in  full  force  and effect until
cancelled  by  either  party  upon  notice  as  provided  herein.

1.4     ADDITIONAL SERVICE:  The Parties may agree to additional services during
        -------------------
the Term of this Agreement ("Additional Service").  Any Additional Service shall
be set forth as an addendum to this Agreement and shall otherwise be governed by
the  terms  and  conditions  of  this  Agreement.

     1.5   COMPENSATIONS:   For its effort, B&P will be compensated for Time &
           --------------
Materials + travel and
                                                       expenses, as follows:
                                                                           Time:
Hourly rate of $100

Traveling  days  will  be  paid  as  8  hours.
                                                           Travel:  Actual
expenses  +  accommodations




2.     INVOICING  AND  PAYMENT  TERMS  :
       ---------------------------------


    2.1  INVOICING:   On  the  first  day of each month, during the term of this
         ----------
agreement,  B&P  will  issue  an invoice to cover the activities done during the
previous  month.  The  invoice  will  be sent by Email to VGTel designated Email
address,  and/or  faxed  to  VGTel  accounting.

2.2     PAYMENT  TERMS:  VGTel  will  wire the payment for each invoice no later
        --------------
than 5 days after receiving the invoice. The wire will be done into B&P account,
and  VGTel  will  be  responsible  for  all  costs associated with the transfer.

2.3     STOCK  :  B&P will accept 400,000 A series Units of VGTel, as a payment
        --------
for  the  first  $10,000  owed by VGTel  for services rendered by B&P under this
contract.

       2.4     TAXES:       Parties  acknowledge that the paid compensations are
               -----
free  from  all  taxes  and/or  fees  associated  with the service, and no other
charges  will  be  expected  from  B&P  for  the  provided  service.


3.     DISPUTED  CHARGES:   Should  VGTel  dispute  any  of  the  charges  on an
       ------------------
invoice,  it  shall  notify  B&P of the disputed charges not later than four (4)
days  from  the  date of receiving the invoice.  Said dispute shall set forth in
writing  all  details  concerning  the  disputed  sum.  After  resolution of the
disputed  charges, the adjustments, if any, shall be immediately applied. If any
dispute  is not accepted or denied within thirty (30) days then the dispute will
be  considered  as  accepted  by  B&P  failure  to  respond.



4.     PROVISION  OF  INFORMATION  AND  CONFIDENTIALITY
       ------------------------------------------------

4.1  CONFIDENTIAL  INFORMATION:  The parties understand and agree that the Terms
     -------------------------
and  Conditions  of  this  Agreement,  all  documents  referenced  herein,
communications between the parties regarding this Agreement or the Service to be
provided hereunder (including price quotes to each Party for any Service propose
to be provided or actually provided hereunder) and all information regarding the
Customers  of  either  Party,  as well as such information relevant to any other
agreement  between  the  parties  (collectively "Confidential Information"), are
confidential.

4.2  LIMITED  DISCLOSURE:  A  party  shall not disclose Confidential Information
     -------------------
unless  subject  to discovery or disclosure pursuant to legal process, or to any
other  party  other  than  the  directors, officers, and employees of a party or
agents  of  a  party  including  their  respective  brokers,  lenders, insurance
carriers  or  prospective  purchasers who have specifically agreed in writing to
nondisclosure  of  the  terms  and  conditions  hereof.  Any  disclosure  hereof
required  by legal process shall only be made after providing the non-disclosing
party with notice thereof in order to permit the non-disclosing party to seek an
appropriate  protective  order or exemption.  Violation by a party or its agents
of  foregoing  provisions shall entitle the non-disclosing party, at its option,
to  obtain injunctive relief without a showing of irreparable harm or injury and
without  bond.

4.3  SURVIVAL  AND  CONFIDENTIALITY:  The  provisions  of this Section 4 will be
     ------------------------------
effective  as  of the date of this Agreement and remain in full force and effect
for a period equal to the longer of: (i) three (3) years following the effective
date  of  this  Agreement; or (ii) one (1) year following the termination of all
Service  hereunder.



5.     TERMINATION:     This  Agreement  can  be  terminated:
       ------------

5.1     If payment has not been received by the due date described above, or any
extension  thereof  permitted  in  writing,  for all undisputed payments to B&P,
and/or  if  the other Party fails to abide by all of the terms of this Agreement
hereof,  including,  without  limitation,  any  breach of this Agreement, either
Party  may  at  its  sole  discretion and after fourteen (14) days prior written
notice to the other Party, terminate this agreement.  The damaged Party reserves
the  right  to collect reasonable attorney's fees and any and all costs incurred
by  it  in  the enforcement of this Agreement whether or not suit is instituted.
Nothing herein shall be construed to constitute a waiver of either Party's right
to  declare  the  other to be in default under this Agreement on account of such
breach,  or  to  terminate  this  Agreement after the fourteen (14) days written
notice  has  elapsed and the parties expressly waives and relinquishes any right
to  receive any notice longer than such fourteen (14) days which may exist under
any  federal,  state  or  local  law  or  regulation;  and  /or

5.2     If  either  party  is  prohibited  from  furnishing  or  fulfill  its
obligations,  or  if any material term contained herein is substantially changed
by  order  of the highest court of competent jurisdiction to which the matter is
appealed,  the  FCC,  or any other federal, state or local government authority,
either  party  may  immediately upon written notice to the other party terminate
this  Agreement  without  liability  or  further  obligation,  except for unpaid
charges  as  of  the  effective  date  of  such  termination;  and  /or


5.3     A  Party  may,  immediately  upon  written notice to the other Party and
after  complying  with  the  applicable requirements of this subsection, without
incurring any liability except for willful misconduct, terminate this Agreement,
or  restrict,  suspend,  or discontinue providing its Services, if the Party has
reason  to  believe  that the other Party and/or any of its officers, directors,
employees,  contractors,  agents,  and/or servants has engaged or is engaging in
any unethical, illegal, and/or fraudulent use of the Services with the intent to
avoid  payment  of  charges.


6.     NO  WARRANTIES:     B&P  will  use  reasonable  efforts  under  the
       --------------
circumstances  to  come up with the expected ways and devices to promote VGTel's
       -----
products  and  technologies,  adhered  with  government  regulations  and  sound
business  practices.  B&P  makes  no  warranties  about  the  services  provided
hereunder,  expressed  or  implied, including but not limited to any warranty of
merchantability  or  fitness  for  particular  purpose.

7.     LIMITATION  OF  LIABILITY AND INDEMNIFICATION: Each Party agrees that the
       ---------------------------------------------
other  shall  in no event be liable for any loss, expense or damage for (i) loss
of  revenue,  profits,  savings,  business  or  goodwill,  and  (ii)  exemplary,
proximate,  consequential,  or  incidental  damages  and expenses of any type or
nature  on account of any breach or default hereunder by the other, except as it
applies  to  SECTION  2  above.

     7.1     INDEMNIFICATION:  Each  Party agrees to indemnify, defend, and hold
             ---------------
each  other  and their Affiliates free and harmless from and against any and all
loss,  cost,  liability,  or  expense  (including court costs and actual fees of
attorneys  and  other  professionals)  arising  out of or in connection with the
Service,  including,  but  not  limited  to  any  such loss, cost, liability, or
expense  arising  out  of  or  resulting from any claim brought by a customer or
other  third  party  utilizing  the  other  Party's  services  for  any special,
incidental,  indirect  or  consequential damages of any kind whatsoever, whether
such  damages  arise from the use, inability to use, failure of, defects in, the
conditions  of,  delay  in  delivery  of,  non-delivery  of,  or  quality of the
products,  or  any  component  thereof.

8.     ENTIRE  AGREEMENT:  This  Agreement  supersedes  and  merges  all  prior
       -----------------
agreements,  promises,  understanding,  statements, representations, warranties,
indemnities  and  covenants  and all inducements to the making of this Agreement
relied  upon  by  either Party herein, whether written or oral, and embodies the
Parties'  complete  and  entire  agreement  with  respect  to the subject matter
hereof.  No  statement  or agreement, oral or written, made before the execution
of  this  Agreement  shall  vary  or  modify the written terms hereof in any way
whatsoever.

9.     SEVERABILITY:   In  the event that any portion of this Agreement is found
       ------------
to  be  invalid, illegal or not binding for any reason whatsoever, the remaining
portions  of this Agreement shall remain in effect and binding upon the parties.

10.     GOVERNING  LAW:   This  Agreement  shall be governed by and construed in
        --------------
accordance  with  the  laws  of  the  State  of  Texas with venue in the city of
Houston,  Texas.


11.     DISPUTE RESOLUTION:  The Parties will in good faith negotiate to resolve
        ------------------
any  dispute  arising  out  of  or  relating  to this Agreement promptly between
representatives  who  have  authority  to  settle  the controversy.  Any dispute
arising out of or relating to this Agreement that have not been resolved will be
finally  settled  by  arbitration  conducted  in  accordance  with  the  Texas
Arbitration Act, Section 17.001 et seq. of the Texas Civil Practice and Remedies
Code.  The location of the arbitration shall be in Houston, Harris County, Texas
by  the  American Arbitration Association unless agreement by mutual consents of
the  Parties  to  the  contrary.  Judgment  upon  the  award  rendered  by  the
arbitrator(s)  may be entered by any court with Jurisdiction.  The Parties agree
that under no circumstances will either Party file or cause to be filed lawsuits
in  any  court.

12.     REGULATIONS: This Agreement is made expressly subject to all present and
        -----------
future  valid  orders and regulations of any regulatory body having jurisdiction
over  the subject matter hereof and to the laws of the United States of America,
any  of  its states, or any foreign governmental agency having jurisdiction.  In
the  event  this Agreement, or any of its provisions, shall be found contrary to
or  in  conflict  with  any such order, rule, regulation, or law, this Agreement
shall  be deemed modified to the extent necessary to comply with any such order,
rule,  regulation,  or  law and shall be modified in such a way as is consistent
with  form,  intent,  and  purpose  of  the  Agreement.



13.     REPRESENTATION:  The Parties acknowledge and agree that the relationship
        ---------------
between them is solely that of independent contractors and nothing contained
herein should be deemed, interpreted, or construed as creating a joint venture,
partnership or agency relationship between the Parties.  Neither Party, nor its
respective employees, agents or representatives, has any right, power or
authority to act or create any obligation, express or implied, on behalf of the
other Party.

14.     FORCE  MAJEURE:      The  Parties'  obligations under this Agreement are
        --------------
subject  to,  and neither Party shall be liable for delays, failures to perform,
damages,  losses  or  destruction,  or  malfunction  of  any  equipment  or  any
consequence  thereof caused or occasioned by, or due to, fire, flood, water, the
elements,  labor  disputes  or  shortages, utility curtailments, power failures,
explosions, civil disturbances, governmental actions, shortages of equipment for
supplies,  unavailability  of  transportation, act or omission of third Parties.
Each Party however shall use reasonable efforts under the circumstances to avoid
or  remove  such  causes  for  non-performance and shall proceed to perform with
reasonable  dispatch  whenever  such  causes  are  removed  or  cease.

15.     NO  WAIVER:  The  failure  of  either  Party  to  enforce or insist upon
        ----------
compliance  with any of the provision of the Agreement or the waiver thereof, in
any  instance,  shall  not be construed as a general waiver or relinquishment of
any  other  provisions  of  the  Agreement.


16.     NOTICES:   All  notices,  requests,  demands,  and  other communications
        -------
under  this  Agreement shall be in writing and shall be deemed to have been duly
given  on the date of service:  If served personally on the party to whom notice
is  to be given, or within five (5) days after mailing if mailed to the party to
whom  notice  is  to  be  given,  by  certified mail return receipt or overnight
courier and properly addressed to the party at the address set forth immediately
below,  or any other address that a party may designate by written notice to the
others.


If to B&P:
     Brain & Power Ltd.
Prosper Dahan
8 Hagefen St.
Kiryat Bialik,  Israel

     Telephone:  +972 4 8717255
Fax:             +972 4 8717254


If to VGTel:
 VGTel  Inc.
 Ron  Kallus
 2303  South  Blvd.
 Houston  TX  77098
 USA

     Telephone:  +1  713  6300025
     Fax::           +1  713  6300025





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


18.     SUCCESSORS  AND  ASSIGNS:    This  Agreement  shall  be binding upon and
        ------------------------
inure  to  the  benefit of the parties hereto and their respective successors or
assigns,  provided,  however, that either Party shall not assign or transfer its
rights  or obligations under this AGREEMENT without the prior written consent of
the  other  Party,  which consent shall not be unreasonably withheld or delayed,
and  further provided that any assignment or transfer without such consent shall
be  void.

19.     FURTHER  ACTS:    Each  party  to  this  Agreement agrees to perform any
        -------------
further  acts  and  execute  and  deliver  any  documents that may be reasonably
necessary  to  carry  out  the  provisions  of  this  Agreement.






20.     AUTHORITY:     Each  person  executing  this  Agreement  represents  and
        ---------
warrants  that  he  has full power to enter into this Agreement on behalf of the
Party  hereto and that each Party has the full power to carry out its respective
obligations  pursuant  to  this  Agreement.  Further, each person executing this
Agreement on behalf of a Party also represents and warrants that he has obtained
all  corporate, third party approvals necessary to enter into this Agreement and
carry  out  the  transaction  contemplated  thereby.

21.     ATTORNEYS  FEES:     The  prevailing  Party  in  any  action,  suit,
        ---------------
proceeding,  arbitration, or mediation shall be entitled to recover, in addition
        --
to  any  other  available  remedies,  their  actual  fees  and costs incurred in
connection  with  the  action,  suit,  proceeding,  arbitration  or  mediation.


IN  WITNESS WHEREOF, the Parties acknowledge that each of the provisions of this
Agreement  has been expressly agreed to and each has caused this Agreement to be
signed  and  delivered  by its duly authorized officer representatives as of the
"Effective  Date"  written  above.





FOR B&P                    FOR VGTel



 /s/  Prosper Dahan     /s/                            Name:  Ron Kallus/s/

Title:       General Manager                          Title:  CEO


Date:       May 18. 06                Date:  May 18.06



B