Exhibit 10(ii)

                               LETTER OF AGREEMENT

This Letter of Agreement,  hereinafter  referred to as  "Agreement"  is made and
entered into effective this 1st day of March,  2000 by and between and signatory
parties  of  this  Agreement,  "BroadBAND  Wireless  International  Corporation,
International  Division"  hereinafter  referred  to  as  (BBAN),  a  Corporation
organized  under the laws of the State of Texas with  offices in Oklahoma  City,
Oklahoma;  and i TELL, Inc.  hereinafter  referred to as "i TELL", a Corporation
organized under the laws of Maryland with offices in Gaithersburg, Maryland.

For  and  in  consideration  of  the  mutual  covenants  herein  contained,  the
Participants (hereinafter defined) agree as follows:

WHEEAS: It is the purpose of this Agreement,  to clearly outline the intent of i
TELL to become a Wholly Owned Subsidiary of the International  Division of BBAN,
for specific purpose of building a Global Virtual Private Network. Additionally,
it is the  purpose  of this  Agreement  to  clearly  outline  the  intent of the
International  Division of BBAN to provide i TELL all the  latitude  and support
necessary to develop and operate this Global Virtual Private Network.

WHEREAS:  It is the  intent  of i TELL,  to roll  into  BBAN as a  wholly  owned
subsidiary,  roll up to  $500,000,000  in Book  Value,  and then decide if it is
advantageous  to roll out of the  International  Division  of BBAN  into its own
public Vehicle. This option is made available to i TELL only when i TELL reaches
the Book Value of Five Hundred  Million  Dollars  ($500,000,000  USD). It is the
intent of the International Division of BBAN to do all that is necessary to help
i TELL reach this Book Value of $500,000,000 as soon as possible;

WHEREAS:  It is the objective of the  International  Division of BBAN to acquire
operational entities necessary to build the infrastructure of the Global Virtual
Private Network;

WHEREAS:  iTELL  has the  ability  to  negotiate  and  obtain  varied  and fully
operational  entities  as is  necessary  to build and manage the Global  Virtual
Private Network;

NOW THEREFORE: It is the responsibility of each Participant and/or their assigns
to  maintain  an active  role on the Board of  Directors  of the  "International
Division  of BBAN".  Each  Participant  will be  required  to  attend  quarterly
corporate  meetings  and an annual  stockholders  meeting as well as any and all
other meetings as required in the normal course of business.

NOW  THEREFORE:  It is the  primary  responsibility  of "BBAN",  to acquire  and
provide  all  project  funding,   financing  and  refinancing  through  standard
financial  transactions within banks,  financial  institutions,  foundations and
grants,  contracted  research  and  development  pool et al, as well provide all
qualified funding for additional  acquisitions and/or option to purchase as well
as to do  whatever  is  necessary  to  take  this i TELL  to the  public  market
immediately as may be agreed and approved by the Board of Directors.

NOW THEREFORE:  It is the primary  responsibility  of "i TELL", to establish and
develop  all  necessary  relationships,  contracts,  network  strategies  of all
aspects of the telecommunications industry as is necessary to develop, implement
and manage the  ongoing  operation  of an "Global  Virtual  Private  Network" as
agreed by the Board of Directors of this BBAN.


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IN  CONSIDERATION:  i TELL will receive a total of $200,000 cash and One Million
Shares of 144  Restricted  Stock of BBAN. To date $87,500 has been received by i
TELL;

IN CONSIDERATION:  The  International  Division of BBAN does have a Wholly Owned
Subsidiary  known as i TELL, in addition to the  acquisition of i TELL including
but not limited to LCN of Sterling Virginia, and Panamtel of Caracas, Venezuela,
Ladimex, Mexico and others.

AS AGREED:  i TELL will build to a Book  Value of  $500,000,000  and then at the
option  of i TELL,  have the  right to have  BBAN  spin off i TELL  into its own
Public Vehicle with BBAN retaining 25% of the Public Stock of i TELL at the time
of its IPO.

AS AGREED: BBAN will provide i TELL the mechanisms necessary to become their own
Public  Vehicle,  with BBAN  retaining  25% of all  shares of i TELL the  Public
Corporation.

This  Agreement  anticipates  formalized  contracts  to be  executed  with  same
likeness and intent at a later date.

ACCEPTED AND AGREED this 1st day of March 2000




/s/ Sergio Ado
----------------------
Mr. Sergio Ado, President
i TELL, Inc.


/s/ Tommy K. Hill
---------------------
Mr. Tommy K. Hill, President
International Division, BBAN



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