Exhibit 10(iii)

                                    AGREEMENT

THIS  AGREEMENT  (the  "Agreement")  is entered into effective the date and year
last  executed by a Party  hereto (the  "Effective  Date") and is by and,  among
STEVE ZABEL, an individual  ("Zabel'),  Bryant Ingram, an individual  ("Ingra"')
and Joey Alfred an individual ("Alfred") [Zabel,  Ingram, and Alfred hereinafter
sometimes  referred  to  collectively  as  the  "Shareholders"],  SUPPORT24,  an
Oklahoma   Corporation   ("Support24")  and  BROADBAND  WIRELESS   INTERNATIONAL
CORPORATION, a Nevada corporation ("BroadBand").

WHEREAS,  Support24 has authorized  Fifty Thousand  (50,000) shares of stock and
has issued and  outstanding  Three Thousand Five Hundred (3,500) shares of fully
paid  and  nonassessable   shares  of  common  stock  (the  "Support24   Stock")
representing  One Hundred percent (100%) of the issued and outstanding  interest
in Support 24;

WHEREAS,  Zabel, Ingram, and Alfred own One Hundred percent (100%) of the issued
and outstanding Support24 Stock;

WHEREAS,  BroadBand is interested in acquiring One Hundred percent (100%) of the
outstanding  Support24  Stock  pursuant  to the terms and  conditions  described
herein; and

WHEREAS,  Zabel,  Ingram,  and Alfred are interested in transferring One Hundred
percent  (100%) of the  Support24  stock to BroadBand  pursuant to the terms and
conditions herein described and for the consideration set out herein.

NOW,  THEREFORE,  for the consideration  described herein and for other good and
valuable consideration,  the receipt and sufficiency of all of which all parties
hereto affirm, the parties hereto agree as follows:

          1.   Transfer of Support24:  On the Effective Date, Zabel, Ingram, and
               Alfred  transfer  an  amount of  shares  of the  Support24  Stock
               representing  One  Hundred  percent  (100%)  of  the  issued  and
               outstanding shares as of the Effective Date to BroadBand.

          2.   Transfer of BroadBand Stock, On the Effective Date, BroadBand
                  will transfer to Zabel, Ingram, and Alfred, in the allocations
                  described below,  Seven Hundred  Thousand  (700,000) shares of
                  BroadBand  unissued or treasury  shares of the common stock of
                  BroadBand:

                      Support24 Shareholder            Amount of BroadBand Stock
                      Steve Zabel                              325,000
                      Bryant Ingram                            275,000
                      Joey Alfred                              100,000
                                       Total                   700,000

          3.   Participation in BroadBand Debenture. As additional consideration
               for the transfer of the Support24  Stock to BroadBand,  Support24
               shall  be  issued  Five  Hundred  Thousand  and no/  100  Dollars



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               ($500,000.00)  of  BroadBand's   one-year  twelve  percent  (12%)
               subordinated    non-dilutable    debentures    (the    "BroadBand
               Debentures"),  issued in Twenty-Five Thousand Dollar ($25,000.00)
               increments,  for  the  sole  purpose  of the We of the  BroadBand
               Debentures  to  outside  qualified  capital  investors  to  raise
               working  capital  for  Support24  operations.   It  is  provided,
               however,  that any monies  received on the sale of the  BroadBand
               Debentures  will be allocated  eighty  percent (80%) to Support24
               and  twenty  percent  (20%)  to  BroadBand  or  its  assign.  The
               BroadBand Debenture will be convertible into BroadBand's unissued
               or treasury  shares of the common stock of BroadBand  for a price
               equal to  seventy-five  percent  (75%) of the per  share  closing
               market price of such BroadBand  common stock on the date prior to
               the issuance of the BroadBand  Debentures.  The  Shareholders and
               Support24  represent  and  warrant to  BroadBand,  its  officers,
               directors  and  shareholders,  that  any  transfer  or  sell of a
               BroadBand  Debenture  shall be in compliance  with all applicable
               federal  and state  securities  laws or other laws  governing  or
               restricting  the sale or transfer of securities and shall be made
               only to sophisticated and knowledgeable investors.

          4.   Restriction on BroadBand  Stock.  The  Shareholders and Support24
               recognize  and  acknowledge  that the shares of  BroadBand  stock
               received as consideration  for this transaction and the shares of
               BroadBand  that maybe  received  pursuant to any  conversion of a
               BroadBand  Debenture (as described in Paragraph 3, above) will be
               subject  to  various   restrictions   on  sale  and/or   transfer
               including, but not limited to, the restrictions imposed by 17 CFR
               ss.230,144.

          5.   Control and 0peration of Support24  Employment  Agreement.  It is
               the intent  and  purpose of the  BroadBand  to allow the  current
               management  of  Support24  to  continue to control the day to day
               operations  of  Support24  including,  but not  limited  to,  the
               production,   marketing,   sale,  and  maintenance  of  Support24
               products and the  management  of other  normal and usual  matters
               relating to  Support24.  On this even date,  Zabel,  Ingram,  and
               Alfred will enter into an employment agreement with Support24, in
               a form  and  containing  substantially  the  identical  terms  as
               contained  in  Exhibit  "A"  (attached  hereto  and  made  a part
               hereof).

          6.   Zabel,  Ingram,  and Alfred  jointly and severally  represent and
               warrant to BroadBand as follows:

               1.   Organization and Good Standing:  Support24 is a, corporation
                    duly organized,  validly existing and in good standing under
                    the  laws  of  Oklahoma,   with  full  corporate  power  and
                    authority  to  conduct  its  business  as  it is  now  being
                    conducted,  to own or use the  properties and assets that it
                    purports to own or use, and to perform all its  obligations.
                    Support24  is duly  qualified  to do  business  as a foreign
                    corporation  and is in good standing  under the laws of each
                    state or other jurisdiction in which either the ownership or
                    use of its properties  owned or used by it, or the nature of
                    the activities conducted by it, requires such qualification,

               2.   Books and Records:  Support24's  books of  accounts,  minute
                    books,  stock record  books,  and other records are complete
                    and correct and have been



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                    maintained in accordance with sound business practices.  The
                    minute books  contain  accurate and complete  records of all
                    meetings  held  of  and  corporate   action  taken  by,  the
                    shareholders of Support24.

               3.   Titles to  Properties,  Encumbrances:  Support24  owns (with
                    good and marketable  title in the case of real property) all
                    the properties and assets (whether real, personal,  or mixed
                    and whether  tangible or intangible) that it purports to own
                    or as  reflected  as  owned  in the  books  and  records  of
                    Support24,  including  all  of  the  properties  and  assets
                    reflected   in  the  balance   sheet  and  other   financial
                    statements of Support24.

               4.   Accounts  Receivable:  All accounts  receivable of Support24
                    are  reflected  on its  balance  sheet at on the  accounting
                    records  and,  subject  to  any  reserves  reflected  on its
                    financial  statements,  will be collectable in full, without
                    any  set-of,  within  ninety  (90) days  after the date such
                    accounts shall be due and payable.

               5.   No Undisclosed  Liabilities:  Except as set forth on Exhibit
                    "B" (attached hereto and made a part hereof),  Support24 has
                    no liabilities  or obligations of any nature  (whether known
                    or unknown and whether  absolute,  accrued,  contingent,  or
                    otherwise).

               6.   Taxes  Support24 has filed or caused to be filed on a timely
                    all tax returns,  whether federal,  state or local, that are
                    or were  required to be,  filed by or with respect to any of
                    them.  Support24 has paid, or made provision for the payment
                    of all taxes whether federal,  state or local,  that have or
                    may become due.

               7.   Legal Proceedings: No legal proceeding has been commenced by
                    or  against  Support24.  To the  best  knowledge  of  Zabel,
                    Ingram,   or  Alfred  no  such  legal  proceeding  has  been
                    threatened and no event has occurred or circumstances exists
                    that  may  give  rise  to  or  serve  as  a  basis  for  the
                    commencement of any such legal proceeding.

               8.   Support24 is, and at all times has been, in full  compliance
                    with all  applicable  terms  and  requirements,  of each and
                    every  contract  under  which   Support24  has  or  had  any
                    obligations or by which  Support24 was bound and no event or
                    circumstances  exists that (with or without  notice or lapse
                    of time)  may  contravene,  conflict  with,  or  result in a
                    violation or breach of, or give any third party the right to
                    declare,  a default  or  exercise  any remedy  under,  or to
                    accelerate  the  maturity  or  performance  of, or to cancel
                    terminate, or modify, and Support24 contract.

                    1.   Intellectual  Property.  Support24  is the owner of all
                         right,  title,  and  interest  in  and to  each  of its
                         intellectual  properties,  free and clear of all liens,
                         security interests,  charges,  encumbrances,  equities,
                         and  other  adverse  claims,  and has the  right to use
                         without  payment  to  any  third  party,   all  of  its
                         intellectual  parties.  For purpose of this  Agreement,
                         "intellectual property" shall include:


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                    1.   all fictional business names, trade names,  registered,
                         and   unregistered   trademarks,   service  marks,  and
                         applications;

                    2.   all patents,  patent  applications,  and inventions and
                         discoveries that may be patentable;

                    3.   all copyrights in both published  works and unpublished
                         works; and

                    4.   all know-how, trade secrets,  confidential information,
                         customer   lists,   software   programming,   technical
                         information, data, process technology, plans, drawings,
                         blue  prints,  and designs  owned,  used or licensed by
                         Support24.

               7.   Indemnification of BroadBand by Shareholders: Zabel, Ingram,
                    and Alfred  jointly and  severally,  jointly  and  severally
                    indemnify and hold harmless  BroadBand and its stockholders,
                    officers,  directors,  and affiliates  from, and will pay to
                    the such  indemnified  entities  the  amount  of,  any loss,
                    liability,   claim,   damage   (including   incidental   and
                    consequential   damages),   expense   (including   costs  of
                    investigation and defense and reasonable attorneys' fees and
                    costs) or  diminution  of value,  whether or not involving a
                    third-party claim, arising, directly or indirectly,  from or
                    in  connection  with any  breach  of any  representation  or
                    warranty made by Shareholders or Support24.

               8.   Entire  Agreement.  This  Agreement  constitutes  the  full,
                    entire and integrated  agreement  between the Parties hereto
                    with respect to the subject matter hereof,  and  supercedes,
                    all prior negotiations,  correspondence,  understandings and
                    agreements  among the parties hereto  respecting the subject
                    matter hereof.

               9.   Assignability. This Agreement shall not be assignable by any
                    party hereto without the prior written  consent of the other
                    parties hereto.

               10.  Binding Effect:  Benefit.  This Agreement shall inure to the
                    benefit of and be binding upon the Parties  hereto and their
                    respective  heirs,   personal  and  legal   representatives,
                    guardians,   successors  and/or  assigns.  Nothing  in  this
                    Agreement,  express or  implied,  is intended to confer upon
                    any  other  person  any  rights,  remedies,  obligations  or
                    liabilities.

               11.  Amendment:  Waiver,  No provision of this  Agreement  may be
                    amended,  waived or  otherwise  modified  without  the prior
                    written consent of all of the parties hereto.

               12.  Section Headings.  The section and other headings  contained
                    in this Agreement are for reference  purposes only and shall
                    not affect the meaning or interpretation of this Agreement.

               13.  Applicable Law. This Agreement is made and entered into, and
                    shall be governed by and construed in accordance  with,  the
                    laws of the State of Oklahoma.


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               14.  Counterpart . This  Agreement may be executed in one or more
                    counterparts, each of which will be deemed to be an original
                    copy  of  this  Agreement  and  all  of  which,  when  taken
                    together,  will be  deemed  to  constitute  one and the same
                    agreement.

     AGREED TO EFFECTIVE the year and date last executed by a Party hereto.


           "SUPPORT 24"                        "BROADBAND"

            Support 24                          BroadBand Wireless
                                                International Corporation

            By: /s/ Steve Zabel                 By: /s/ Ronald L. Baker
               --------------------------          --------------------
               Name: Steve Zabel                   Name: Ronald L. Baker
               Title:_______________               Title: President
               Date: 2/25/00                       Date: 2-25-00



           "SHAREHOLDERS"

                /s/ Steve Zabel
               ------------------------
               Name: Steve Zabel
               Date: 2/25/00


               /s/ Bryant Ingram
               ------------------------
               Name: Bryant Ingram
               Date: 2-25-2000



               Name: Joey Alfred
               Date:_______________


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