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           EXHIBIT 10.25 -- AGREEMENT WITH EASYAIR LIMITED (OPENAIR)

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THIS AGREEMENT is made the 2nd day of April 2003

BETWEEN:

1.    Easyair Limited (Registered No 4313723) whose registered office is at The
      Chemistry Lab, 57 Kingsway Place, Sans Walk, London EC1R OLY ("OpenAir");
      and

2.    Swiftnet Limited (Registered No 2469394) whose registered office is at
      Britannia House, 960 High Road, London N12 9RY ("the Company")

WHEREAS

(A)   OpenAir supplies certain telecommunications goods and services

(B)   The Company promotes and sells such goods and services to third parties

(C)   OpenAir has agreed to supply such goods and services to the Company in
      accordance with the terms and conditions of this Agreement

NOW IT IS HEREBY AGREED as follows:

1. DEFINITIONS

1.1     In this Agreement the following terms shall have the following meanings:

        "Customer"      means a person, partnership, limited Company or any
                        other third party to whom the Company promotes or sells
                        goods or services;

        "Force          Majeure" means in relation to either party any
                        circumstances beyond the reasonable control of that
                        party (including without limitation, any industrial
                        action, act of God, sabotage, riot, explosion, national
                        emergency, war, prohibitive government regulation or
                        delay or failure in manufacture, production or supply by
                        third parties of the Goods or network services), which
                        prevents such party from fully performing its
                        obligations under Agreement.

        "Goods"         means GSM cellular equipment including mobile telephones
                        and related accessories, which OpenAir is to supply to
                        the Company for re-sale to any Customer in accordance
                        with this Agreement;



      Rail House, Gresty Road, Crewe, Cheshire CW2 6EA Tel: 0870 111 8050
                            Website: www.openair.biz
               OPENAIR is a subsidiary of EasyAir Limited Company
                      Reg. No. 4313723 VAT No. 795 4920 80





"Manual                 means" Openair's operations manual which incorporates
                        Openair's terms and conditions of trading. The Manual is
                        attached to this Agreement as Appendix A and comprises
                        part of this Agreement;

Payment                 Plan Means Openair's payments and schedules that
                        incorporate connection bonuses, loyalty bonuses, call
                        charge discounts, line rental discount, claw back and
                        payment terms. The Payment Plan is attached as Appendix
                        B and comprises part of this agreement:

Price                   List means the  network's  standard  published  tariff's
                        that are  available  for resell and  provide by OpenAir.
                        The  Price  List is to be used in  conjunction  with the
                        Payment  Plan.  The  Price  List  is  attached  to  this
                        agreement  as  Appendix  C and  comprises  part  of this
                        agreement:

"Services"              means the services  described  in the Price List,  which
                        OpenAir  will  supply to the  Company for re-sale by the
                        Company to the Customers;

"Network Agreement"     means the agreement  between  OpenAir and any telephonic
                        network provider relating to the Goods and/or Services;

"Network                Provider" means the telephonic network provider with
                        whom OpenAir has entered into the Network Agreement
                        relating to the Goods and/or Services


1.2   The headings in this Agreement are for convenience only and shall not
      affect its interpretation

2. SUPPLY OF GOODS AND SERVICES

2.1   During the continuance of this Agreement OpenAir shall sell and the
      Company shall purchase such quantities of the Goods and such Services as
      may be ordered by the Company from time to time subject to the terms and
      conditions of this Agreement.





2.2   All sales of the Goods and Services by OpenAir to the Company pursuant to
      this Agreement shall be subject to the terms and conditions set out in the
      Manual from time to time.

2.3   The Company shall be responsible to OpenAir for ensuring the accuracy and
      completeness of the terms of any order pursuant to this Agreement, and for
      giving OpenAir any necessary information relating to the Goods and
      Services within a sufficient time to enable OpenAir to perform its
      obligations under this Agreement

3. PRICE AND PAYMENT

3.1   The price of the Goods or Services shall be as set out in the Price List.

3.2   OpenAir reserves the right, by giving notice to the Company at any time
      before delivery, to increase the price of Goods or Services to reflect any
      increase in the cost to OpenAir which is due to any factor beyond the
      control of OpenAir (such as, without limitation, any alteration of duties,
      any significant increase in the costs of labour, materials or other costs
      of purchase), or any changes in delivery dates or quantities of the Goods
      or Services which is requested by the Company, or any delay caused by any
      instructions of the Company or failure of the Company to give OpenAir
      adequate information or instructions. OpenAir may also increase the price
      of goods or services should there be some statutory provision, which
      materially affects the provision of such goods or services

3.3   Unless otherwise agreed in writing by OpenAir, all prices given by OpenAir
      for the Goods are on an ex works basis, and where OpenAir agrees to
      deliver the Goods otherwise than at Openair's premises the Company shall
      be liable to pay Openair's charges for transport, packaging and insurance

3.4   The price for the Goods or Services and all other sums due to OpenAir
      under this Agreement shall be exclusive of any applicable value added tax,
      which the Company shall be additionally liable to pay to OpenAir at the
      appropriate rate

3.5   OpenAir shall be entitled to invoice the Company for the price of the
      Goods or Services monthly as described in the Price List

3.6   In consideration of Openair's supply of the Goods and Services pursuant to
      this Agreement, the Company shall pay the price (together with any





applicable Value added tax) within 45 days of the date of Openair's invoice or
as set out in the Payment Plan. The Company's payment obligation under this
clause 3.6 shall not be conditional on the receipt by the Company of amounts due
to it by Customers.

3.7   If the Company fails to pay on the due date any sum due under this
      Agreement from the Company to OpenAir then, without prejudice to any other
      right or remedy available to OpenAir, OpenAir shall be entitled to:-

      3.7.1 If the Company fails to pay on the due date any sum due under this
            Agreement from the Company to OpenAir then, without prejudice to any
            other right or remedy available to OpenAir, OpenAir shall be
            entitled to:-

      3.7.2 Suspend deliveries of Goods and Services until payment of the full
            amount (including any interest) has been received by OpenAir from
            the Company; and

      3.7.3 Offset any monies due from the Company against any monies due to the
            Company. The Company shall similarly have the right to offset any
            monies due from OpenAir against any monies due to OpenAir.

      3.8   On termination of this Agreement due to breach by or insolvency of
            the Company, as described in clauses 9.2.1, 9.2.3, 9.2.4 or 9.2.5,
            OpenAir shall have the option to continue to provide Goods and
            Services to the Customers. In such circumstances, the Company will
            use its reasonable endeavours to assist with the transfer of the
            Customers to OpenAir, including providing all relevant customer
            information including copies of the original customer agreements.


4. COMMISSIONS

4.1   In consideration of the Company's performance of its obligations pursuant
      to this Agreement, OpenAir shall pay the Company a commission on each new



Connection of a Customer in accordance with the provisions of the Payment Plan
at the date of Openair's acceptance of such order

4.2   The Company shall submit an invoice to OpenAir for the commission and
      OpenAir shall make the payment as specified in the Payment Plan

4.3   No commission shall be payable or allowed by OpenAir in respect of any
      order received by OpenAir after the termination of this Agreement for
      whatever reason notwithstanding that quotations may have been submitted
      during the term of this Agreement

4.4   Either party has the right to set-off any sums due under this Agreement
      against any sums owing to the other party pursuant to this clause 4 or as
      provided in the Payment Plan

4.5   The Company agrees that it will promptly repay to OpenAir any commissions
      that become repayable subject to and in accordance with the clawback
      provisions in the Payment Plan

5. DELIVERY OF GOODS

5.1   OpenAir shall use all reasonable endeavours to maintain sufficient
      supplies of the Goods to fulfill its obligations under this Agreement

5.2   OpenAir shall use all reasonable endeavours to deliver each of the
      Company's orders for the Goods on the date specified in the order, but the
      time of delivery shall not be of the essence and if despite those
      endeavours OpenAir is unable for any reason to fulfill any delivery of the
      Goods on the specified date then OpenAir shall not be deemed to be in
      breach of this Agreement or have any liability to the Company howsoever
      arising

5.3   Delivery of the Goods shall take place at Openair's premises at Rail
      House, Gresty Road, Cheshire CW3 6EA, but OpenAir shall at the Company's
      request arrange for suitable transport to the Company's premises, in which
      case all costs incurred in connection with the transport, packing,
      delivery and insurance of the Goods shall be borne by the Company.

5.4   Risk in and responsibility for the Goods shall pass to the Company:-

      5.4.1 in the case of Goods to be delivered at Openair's premises, at the
            time when OpenAri notifies the Company that the Goods are available
            for collection; or

      5.4.2 in the case of Goods to be delivered otherwise than at Openair's
            premises, at the time of delivery





5.5   Notwithstanding delivery and the passing of risk in the Goods, the
      property in the Goods shall not pass to the Company until OpenAir has
      received in cleared funds payment in full of the price of the Goods and
      all other Goods agreed to be sold by OpenAir to the Company for which
      payment is then due. OpenAir may reasonably request the Company to store
      and mark as being the property of OpenAir any Goods for which payment has
      not been made, and to effect proper insurance cover in respect of such
      Goods.

6. THE COMPANY'S RESPONSIBILITIES

6.1   The Company shall:

      6.1.1 use its  reasonable  endeavours  to promote  the resale of Goods and
            Services to Customers

      6.1.2 conform and adhere to the manual for the  soliciting  and processing
            of orders from Customers;

      6.1.3 comply with the rules of the Mobile Communications Crime Prevention
            Scheme established by the Federation of Communication Services
            Limited as amended from time to time. These rules can be found in
            the Manual;

      6.1.4 inform OpenAir of any changes in the ownership or organization of
            the Company or in the Company's methods of doing business which
            might affect the performance of or financial ability to comply with
            the Company's obligations under this Agreement;

      6.1.5 comply with all applicable laws and regulations concerning the
            marketing and sales of Goods and Services to the Customers;

      6.1.6 maintain appropriate, full, proper and up-to-date records relating
            to the operation of this Agreement and details of customers with a
            suitable quality management systems to demonstrate proper control of
            its activities in the provision of services to Customers.

      6.1.7 ensure that its employees posses the necessary skills, experience
            and qualifications to ensure that the Company complies with its
            obligations under this Agreement;

      6.1.8 submit  any  reports  reasonably  requested  by  OpenAir in a timely
            manner; and

      6.1.9 co-operate full with OpenAir to resolve any complaints from
            Customers and afford customers the opportunity to resolve complaints





            in respect of the services supplied by the Network Provider by means
            of arbitration procedures if appropriate  established by the Network
            Provider and shall comply with such  procedures.

     6.1.10 not use the Services for any immoral or illegal purposes

     6.1.11 not to act or omit to act in a way which will or may injure or
            damage any persons (whether or not employees agents or
            representatives of OpenAir or the Network Provider) or any property
            involved in the provision of the Services or in any way cause the
            quality of the Services to be impaired

7. WARRANTIES AND LIABILITY

7.1   The Company acknowledges that the Goods are manufactured by independent
      third parties ("the Manufacturers") and the Company shall only be entitled
      to the benefit of any warranty in respect of the Goods as is given by the
      Manufacturers to OpenAir and which OpenAir is entitled to pass on to the
      Company

7.2   OpenAir warrants that the Services will be provided using reasonable care
      and skill but does not warrant that they will be available without
      interruption or free from error

7.3   Subject as expressly provided in this Agreement, all warranties,
      conditions, or other terms implied by statute or common law are excluded
      to the fullest extent permitted by law

7.4   Except in respect of death or personal injury caused by the negligence of
      OpenAir, its employees or agents, Open air's liability in contract, tort
      or otherwise including any liability for negligence howsoever arising out
      of or in connection with the performance of Openair's obligations under
      this Agreement shall be limited to an amount not exceeding the recommended
      retail price of all Goods and Services supplied to the Company in the
      preceding three month period

7.5   The Company also agrees to indemnify OpenAir against all liability arising
      out of any actions, proceedings and claims made by any Customer against
      the Network Provider and/or OpenAir and all damage loss or expense in
      connection therewith except liability for death or personal injury



      resulting from the negligence of the Network  Provider in the  performance
      of its obligation

7.6   For the avoidance of doubt, OpenAir shall not be liable for the acts,
      omissions. Defaults, and negligence of the Company, its employees and
      agents, and the Company hereby agrees to indemnify OpenAir against any
      actions, proceedings, costs, claims, expenses and demands which may be
      against OpenAir fully in respect thereof

8. FORCE MAJEURE

8.1   If either party is affected by an event of Force Majeure it shall promptly
      notify the other party of the nature and extent of the circumstances in
      question

8.2   Notwithstanding any other provision of this Agreement, neither party shall
      be deemed to be in breach of this Agreement, or otherwise be liable to the
      other, for any delay in performance of the non-performance of any of its
      obligations under this Agreement, to the extent that the delay or
      non-performance is due to any Force Majeure which it has notified to the
      other party, and the time for performance of that obligation shall be
      extended accordingly

8.3   If the Force Majeure prevails for a continuous period in excess of three
      months, either party may by notice in writing to the other immediately
      terminate this Agreement

9. DURATION AND TERMINATION

9.1   Subject to clauses 9.2 and 9.3 below, this Agreement shall come into force
      on the date hereof and shall continue in force for a period of one year
      and shall continue thereafter unless or until terminated by either party
      giving to the other party at any time not less than twelve months' written
      notice to expire on or at any time after the end of that period. For the
      purposes of clarity OpenAir shall be entitled to decline any additional
      business proposed by the Company after such notice of termination has been
      given.

9.2   OpenAir shall be entitled forthwith to terminate this Agreement by written
      notice to the Company if:

      9.2.1 the Company commits any continuing or material breach of its
            obligations under this Agreement and in the case of such a



            breach which is capable of remedy fails to remedy the same within
            thirty days of the receipt of a written notice requiring it to be
            remedied; or

      9.2.2 The Company  breaches the rules of the Mobile  Communications  Crime
            Prevention Scheme; or

      9.2.3 an emcumbrancer takes possession or a receiver is appointed over any
            of the property or assets of the Company; or

      9.2.4 the Company  makes any voluntary  arrangement  with its creditors or
            becomes subject to an Administration Order; or

      9.2.5 the Company goes into liquidation (except for the purposes of an
            amalgamation, reconstruction, or other re-organisation and in such
            manner that the Company resulting from the re-organisation
            effectively agrees to be bound by or to assume the obligations
            imposed on the Company under this Agreement); or

      9.2.6 the Company ceases or threatens to cease, to carry on business

      9.3   This Agreement  shall  terminate  forthwith upon the  termination or
            expiry of the Network Agreement

      9.4   For the purposes of clause 9.2.1 a breach shall be considered
            capable of remedy if the Company can comply with the provision in
            question in all respects other than as to the time of performance
            (provided that time of performance is not of the essence)

      9.5   Any failure by OpenAir to enforce at any time or for any period any
            provision of this Agreement shall not be considered as a waiver of
            such provision or of the right at any time subsequently to enforce
            all terms and conditions of this Agreement

      9.6   The right to terminate this Agreement given by this clause shall not
            prejudice any other right or remedy of OpenAir in respect of the
            breach concerned (if any) or any other breach

      9.7   Upon the termination of this Agreement for any reason, subject as
            otherwise provided in this Agreement and to any other rights or
            obligations which have accrued prior to termination, neither party
            shall have any further obligation to the other under this Agreement

      10. CONFIDENTIALITY



      10.1  Subject to clause 10.3 each party undertakes to the other that it
            shall at all times during the continuance of this Agreement and
            after this termination:

           10.1.1 Use its best endeavours to keep secret and confidential all
                  confidential information disclosed to it by the other party
                  (whether written or oral) in connection with this Agreement
                  and the Goods and Services and accordingly not to disclose any
                  such confidential information to any third party; and

           10.1.2 Not to use any such confidential information for any purpose
                  other than the performance of its obligations under this
                  Agreement

     10.1.3 ensure that its employees, agents and sub-contractors are made aware
            of its obligations under this clause 10.1 and agree to be bound by
            its provisions

           10.1.3 As and when so requested by the other party, return to it
                  and/or destroy and/or (in the case of confidential information
                  held in electronic form) expunge or cause to be expunged all
                  confidential information disclosed by such other party to the
                  party receiving such request and shall certify to such other
                  party, by signature of two directors of the certifying party,
                  that it has complied in all respects with the requirements of
                  this paragraph 10.1.4.

      10.2  The undertakings in clause 10.1 shall not apply to any information,
            which is already in the possession of the receiving party, or
            already in the public domain other than as a result of a breach of
            this clause

10.3  Notwithstanding clause 10.1 OpenAir shall be permitted to provide to the
      Network Provider, upon reasonable demand by the Network Provider, the name
      address and subscriber number together with all other relevant information
      relating to the directory entry for each subscriber

10.4  It is acknowledged by OpenAir that the identity of each Customer is
      confidential to the Company and will only be or has been disclosed to
      Openair to enable it to provide the Services and perform its other
      obligations hereunder. Openair accordingly acknowledges to the Company
      that the list of Customers and every part thereof, as well as every other
      reference to or other item



      of information about Customers in Openair's possession or under its
      control or to which it has access which identifies Customers' name or
      other personal details, comprise confidential information of the Company.
      All of the provisions of clause 10.1 will apply to such list and every
      such item of information.

      11. INTELLECTUAL PROPERTY RIGHTS

      11.1  The Company shall comply with all guidelines and directions issued
            from time to time by the Network Provider in connection with the
            trademark and promotion and protection of the same

      11.2  The Company shall not use or apply to register any name or trademark
            similar to the name or trade mark of the Network Provider or of
            OpenAir except promotion of the Services provided by the Network
            Provider

      11.3  All intellectual property rights in or relating to the systems and
            services provided by the Network Provider shall be retained by the
            Network Provider and all other intellectual property rights in or
            relating to the Services shall be retained by OpenAir and the
            Company shall acquire no such rights by reason of providing the
            Services to Customers

      12. GENERAL

      12.1  The parties to this Agreement shall perform their obligations as
            independent contractors and nothing in this Agreement shall create,
            or be deemed to create a partnership, joint venture or agency
            between the parties.

      12.2  Neither party shall be entitled to assign or novate its rights and
            obligations under this Agreement to a third party without the other
            party's prior written consent (such consent not to be unreasonably
            withheld) and in the event that the Company assigns or transfers all
            its Customers to a Network Provider other than applied through
            OpenAir then OpenAir shall have the right to terminate this
            Agreement forthwith by notice to the Company





      12.3  This Agreement contains the entire Agreement between the parties
            with respect to its subject matter, supersedes all previous
            Agreements and understanding between the parties, and may not be
            modified except by an instrument in writing signed by the duly
            authorized representatives of the parties.

      12.4  If any provision of this Agreement is declared by any Court or any
            other competent authority to be void, voidable , illegal or
            otherwise unenforceable in whole or part (or if indications to the
            effect are received by OpenAir from any competent authority), the
            other provisions of this Agreement and the remainder of the affected
            provisions of this Agreement and the remainder of the affected
            provision shall continue to be valid

      12.5  The Company confirms that it is registered under the Data Protection
            Act 1998 and that is has in place an implemented data protection act
            policy. The Company will indemnify OpenAir against any loss or
            claim, including costs and/or damages and/or fines, suffered by
            OpenAir resulting from a breach by the Company or any of its
            servants or agents of that Act or the orders or regulations made
            under or in pursuance of it

      12.6  The Contracts (Rights of Third Parties) Act 1999 is excluded from
            this Agreement

      13. NOTICES

      13.1  Any notice or other communication required or authorized by this
            Agreement may be given by hand or sent by first class pre-paid
            recorded delivery or registered post to the address specified for
            the relevant party in this Agreement or to such other address as may
            be notified by either party to the other or by facsimile
            transmission to the other party

      13.2  Any notice given by hand shall be deemed to be served on delivery,
            and any notice sent by post pursuant to clause 12.1 shall be deemed
            to be serviced 48 hours after posting. Any notice sent by facsimile
            transmission shall be deemed to be served on the date of
            transmission provided that there is proof of the transmission

      13.3  The  address of OpenAir  for  service  of notices  unless  otherwise
            advised shall be:
            OpenAir





            Rail House
            Gresty Road
            Crewe
            CW2 6EA

14. GOVERNING LAW AND JURISICTION

14.1  This Agreement shall be governed by and construed in all respects in
      accordance with the laws of England, and the parties hereby submit to the
      non-exclusive jurisdiction of the English Courts





SIGNED by                           )  illegible
For and on behalf of                )  illegible
EASYAIR LIMITED                     )  illegible


SIGNED by                           )
For and on behalf of                )illegible
SWIFTNET LIMITED                    )Bryan Franks  2-4-03



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           EXHIBIT 10.25 -- AGREEMENT WITH EASYAIR LIMITED (OPEN AIR)

                           APPENDIX B -- PAYMENT PLAN
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           EXHIBIT 10.25 -- AGREEMENT WITH EASYAIR LIMITED (OPEN AIR)
                            APPENDIX C -- PRICE LIST
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   TARIFF NAME      MINIMUM NO   MONTHLY       INCLUSIVE      ON NET     ON NET     ON NET      UK        UK          UK       UK
                      OF          LINE          MINUTES       PEAK        OFF        W/ND      PEAK      0FF-        W/ND     LOCAL
                    HANDSETS     RENTAL        AND TYPE                  PEAK                            PEAK                 PEAK
----------------       -       ------------       ----        ----       ----       ----       ----      ----        ----     ----
    BUSINESS           1       (pound)11.91       NONE         N/A        N/A        N/A       8.51      7.00        1.71     7.00
  BUSINESS PLUS        1       (pound)11.91       NONE         N/A        N/A        N/A       8.00      8.00        8.00     8.00
 BEST 4 BUSINESS       2       (pound)11.91       NONE        4.50       4.50       4.50       8.00      8.00        8.00     8.00
   GROUPWORKER         5       (pound)14.00       NONE        4.50       4.00       1.71       8.51      7.00        1.71     7.00
GROUPWORKER PLUS       5       (pound)13.00       NONE        4.50       4.50       4.50       8.00      8.00        8.00     8.00
 GROUPWORKER MAX       5       (pound)68.08     3000 MINS     4.50       4.00       1.71       8.51      7.00        1.71     7.00
                                                AT ANY TIME
                                                TO UK
                                                LANDLINES
                                                AND 02
                                                MOBILES

     02 250            1       (pound)29.79     250 MINS       N/A        N/A        N/A       8.51      4.26        4.26     8.51
                                                ANY TIME
                                                TO ANY
                                                NETWORK
                                                + 50 TEXTS

     02 400            1       (pound)38.30     400 MINS       N/A        N/A        N/A       8.51      4.26        4.26     8.51
                                                ANY TIME
                                                TO ANY
                                                NETWORK
                                                + 50 TEXTS

   TARIFF NAME       UK          UK          02          02          02         02          02          02           ITS
                    LOCAL       LOCAL        TO          TO          TO         T0          TO          TO         INCLUDED
                    OFF-        W/ND         02          02          02         NON         NON         NON
                    PEAK                    PEAK         OFF        W/ND        02          02          O2
                                                        PEAK                   PEAK         OFF-       W/ND
                                                                                           PEAK
----------------    ----        ----        ----        ----        ----       -----       -----       -----         ---
    BUSINESS        4.00        1.71        7.00        7.00        7.00       29.79       21.28       21.28         YES
  BUSINESS PLUS     8.00        8.00        6.00        6.00        6.00       25.00       25.00       25.00         YES
 BEST 4 BUSINESS    8.00        8.00        6.00        6.00        6.00       25.00       25.00       25.00         YES
   GROUPWORKER      4.00        1.71        7.00        7.00        7.00       29.79       21.28       21.28         YES
GROUPWORKER PLUS    8.00        8.00        6.00        6.00        6.00       25.00       25.00       25.00         YES
 GROUPWORKER MAX    4.00        1.71        7.00        7.00        7.00       29.79       21.28       21.28         YES






     02 250         4.26        4.26        6.81        6.81        6.81       29.79       29.79       29.79          NO





     02 400         4.26        4.26        6.81        6.81        6.81       29.79       29.79       29.79          NO