Exhibit 10.1 - Distribution Agreement with Winfield
  Entertainment Group, Inc.


                      DISTRIBUTION AGREEMENT


  THIS AGREEMENT made as of the date February 28-2001, between
  Global Wireless Services, Inc., a British Columbia corporation,
  having its principal place of business in Vancouver, British
  Columbia (hereinafter called the "Manufacturer") and Winfield
  Entertainment Group, having his principal place of business in
  Burnaby, B.C  (hereinafter referred to as the "Distributor")


  BACKGROUND

    Manufacturer has developed a wireless data product that is
        used to monitor vending equipment and other such locating
        devices yet to be defined.

    Distributor is in the business of selling and supporting
    vending machines.

    Manufacturer wishes to grant an exclusive license to the
    Distributor respecting the distribution of Products (as
    defined below) within the Territories (as defined below) and
    the Distributor wishes to act as exclusive distributor of
    such Products within the Territories  (as defined below).

  NOW THEREFORE, for and in consideration of the mutual covenants
  and agreements herein contained, and intending to be legally
  bound, the parties agree as follows.

  The following expressions shall have the indicated meanings and
  grammatical variations of such words and terms shall have
  corresponding meanings, unless there is something in the
  subject matter or context inconsistent therewith:

  "Agreement",  "this Agreement", "hereto", "herein", "hereby",
  "hereunder", "hereof" and similar expressions refer to the
  Distribution Agreement and not to any particular Article,
  Section, subsection, clause, subclause or other portion hereof
  and include any and every amending agreement and agreement
  supplemental or ancillary hereto;

  "License" means the exclusive license granted by the
  Manufacturer to the Distributor pursuant to Section 2.1;

  "Products" means the products relating to the System, which are
  more particularly described in Schedule "A" as the same may be
  updated from time to time, as herein contemplated;

  "Sale Prices" means the Product prices set forth in Schedule
  "B", FOB the Manufacturer's distribution facility, as the same
  may be updated from time to time by the Manufacturer in its
  discretion;

  "Technical Information: means all present and future drawings,
  designs, manufacturing and material specification, apparatus,
  data technical data, information relating to the Products
  developed by the Manufacturer;

  "Territories" means the geographic areas set forth in Schedule
  "C"

  "Warranty" means the warranty of the Manufacturer in respect to
  the Products the text of which is set out in Schedule "D", as
  such warranty may be updated from time to time;

      1.2 SCHEDULES

  The following are the Schedules attached to and forming part of
  the Agreement:

       SCHEDULE       DESCRIPTION

       A              Products
       B              Sale Prices
       C              Territories
       D              Warranty
       E              Purchase Quotas


      1.3 CURRENCY
  All payments contemplated by this Agreement shall be made in,
  and all dollar amounts referred to in this Agreement are stated
  in US funds for the US and Canadian Funds for Canada.

      1.4 NUMBER, GENDER, ETC.
  Words importing the singular number only shall include the
  plural, and vice versa, words importing the masculine gender
  shall include the feminine gender and neuter gender and words
  importing persons shall include a natural person, firm, trust,
  partnership, association, corporation, government board, agency
  or instrumentality.

      1.5 HEADINGS
  The division of this Agreement into Articles and Sections and
  the insertion of headings are for convenience of reference only
  and shall not affect the interpretation or construction of the
  Agreement or any provision hereof.

      1.6 GOVERNING LAW
  This Agreement shall be governed by and construed in accordance
  with the laws of the Province of British Columbia, the federal
  laws of Canada applicable therein and the parties hereto do
  hereby irrevocably attorney to the jurisdiction of the courts
  of the Province of British Columbia

      1.7 SEVERABILITY
  If any provision of these Agreement shall be found to be
  invalid, illegal or unenforceable by reason of any
  determination made by a court of competent jurisdiction or any
  governmental authority having jurisdiction in the
  circumstances, such provision shall be severed from this
  Agreement and the validity, legality or enforceability of the
  remaining provisions of this Agreement shall not in any way be
  affected or impaired thereby.

      1.8 ENTIRE AGREEMENT
  This Agreement constitutes the entire agreement between the
  parties relating the subject matter hereof.

      1.9 AMENDMENTS
  No amendments or modifications of this Agreement, with the
  exception of those modification to Schedules A and B
  contemplated by this Agreement, shall be binding unless in
  writing, signed by the parties hereto.

      1.10 TIME OF THE ESSENCE
  Time shall be of the essence of this Agreement.

      1.11 BINDING NATURE
  This Agreement shall be binding upon the permitted assigns and
  successors of the parties hereto.

      1.12 COUNTERPARTS
  This agreement may be executed in several counterparts each of
  which when so executed shall be deemed to be an original and
  such counterparts together shall constitute one and the same
  agreement, which shall be sufficiently evidenced by any such
  original counterpart.

      1.13 ASSIGNMENT
  The Distributor shall be entitled to assign, transfer,
  hypothecate or pledge this Agreement with Global Wirless
  Services. Inc consent.

      1.14 FURTHER ASSURANCES
  The parties hereby agree to execute and deliver such further
  and other documents and perform or cause to be performed such
  further acts and things as may be necessary or desirable to
  give full effect to this Agreement.

      1.15 FORCE MAJEURE
  The Manufacturer shall not be responsible for and shall have no
  liability for any failure on its part to perform or abide by
  any provision of this Agreement if such failure arises by
  reason of the occurrence of an act of force majeure.  For the
  purposes of this section, "force majeure" shall mean any of the
  following:

         an act of God,
         an outbreak of hostilities, riot, civil disturbance or
            an act of terrorism,
         the act of any government of a governmental agency or
            authority,
         fire, explosion, flood,
         theft, malicious damage, strike, lock-out or industrial
         action of any kind, or
              any cause or circumstance whatsoever beyond the
         Manufacturer's reasonable control.

  If the Manufacturer is prevented, by reason of an event of
  force majeure, from performing or abiding by any of the
  provisions of this Agreement, the Manufacturer will use
  reasonable commercial efforts to partially perform and abide by
  such provisions to the extent practicable have regard to the
  event of force majeure.

      1.16 SET OFF
  Whenever any sum of money shall be payable by the Distributor
  to the Manufacturer, the same may be deducted by the
  Manufacturer from any sum then payable or which thereafter may
  become payable to the Distributor by the Manufacturer.

      1.17 REMEDIES CUMULATIVE
  The rights and remedies of the parties under this Agreement are
  cumulative and are without prejudice and in addition to any
  rights or remedies a part may have at law or in equity.  No
  exercise by a party of any right or remedy under this Agreement
  or at law or in equity shall (save to the extent expressly
  provided herein, if any) operate so as to hinder or prevent the
  exercise by it of any other right or remedy.

     2  LICENSE

      2.1 GRANT OF LICENSE
  Subject to the terms of this Agreement the Manufacturer hereby
  grants to the Distributor the exclusive right to sell Product
  within the Principal Territories.  The Distributor shall have
  the exclusive right to appoint or sell Products to any sub-
  distributor of the Distributor without the prior consent of the
  Manufacturer.  Manufacturer shall refer to the Distributor all
  inquiries or orders in respect of Product received from persons
  residing or carrying on business within any of the territories.
  The Distributor shall not solicit business from or sell
  Products to persons residing or carrying on business outside of
  the Principal Territories and will refer to the Manufacturer
  all inquiries or orders received from persons residing or
  carrying on business outside of the Principal Territories.  The
  Distributor will be involved in negotiations securing other
  Distributors for the Secondary Territories.

      2.2 PROTECTION OF TERRITORY
  The Manufacturer will use reasonable commercial efforts to
  protect the Territories but cannot guarantee to prevent the
  shipment into any of the Territories of Products sold outside
  of the Territories by it or to their parties and shall not be
  held responsible therefor unless Products are supplied by the
  Manufacturer to persons residing or carrying on business
  outside of the Territories with knowledge that such Product
  will be shipped into one of the Territories.

      2.3 TECHNICAL INFORMATION AND TRADEMARKS
  The parties acknowledge that the Distributor will require
  access to the Technical Information and the right to utilize
  the TradeMarks in connection with the sale of Products within
  the Territory.  The Manufacturer shall make the Technical
  Information available to the Distributor and permit the
  Distributor to use the TradeMarks.

      2.4 DEVELOPMENTS RELATING TO THE PRODUCTS
  It is acknowledged that the Manufacturer may change, modify or
  improve the Products or the Technical Information from time to
  time during the term of the License.  The Manufacturer shall
  make any such changed, modified or improved Products and
  Technical Information available to the Distributor (subject to
  the terms and conditions of this Agreement) and Schedules "A"
  and "B" shall be modified accordingly.

     3  SALE OF PRODUCTS FROM THE MANUFACTURER TO THE
        DISTRIBUTOR

      3.1 PURCHASE AND SALE OF PRODUCTS
  The Distributor shall purchase all Products required by it for
  any purpose from the Manufacturer.

      3.2 MINIMUM PURCHASE REQUIREMENTS
  The Distributor shall, in respect of each of the Territories
  and during each year of the term of the License (and thereafter
  if such License is extended), purchase Products from the
  Manufacturer (and make payment in respect of the same) in not
  less than the amounts set forth in Schedule E.

      3.3 TERMS OF SALES
  The following conditions shall apply in respect of all sales of
  Products by the Manufacturer to the Distributor hereunder:

        all orders for Products submitted by the Distributor
            shall be on forms furnished by or acceptable to the
            Manufacturer;

        the Distributor shall place orders in sufficient time in
            advance of its need in order to facilitate orderly
            delivery of Products by the Manufacturer;

        all orders shall be deemed to incorporate the terms and
            conditions of this Agreement;

        the price to be paid by the Distributor for Products
            shall be the Sale Prices relating thereto;

        payment by the Distributor for any particular shipment of
            Products shall be made by way of check or bank draft,
            which shall be sent by overnight courier to the
            Manufacturer upon receipt by the Distributor of
            funding from its third party finance company
            following installation of Manufacturer's product.

       (i) unless otherwise negotiated with respect to specific
            orders, the Manufacturer shall use its best efforts
            to deliver all Products within forty-five (45)
            calendar days from the date of actual receipt of the
            applicable order from the Distributor; (ii) the
            Manufacturer shall not be responsible for any failure
            or delay in delivery of any Products due to
            circumstances beyond its control; (iii)the
            Distributor shall within thirty (30) days of receipt
            of any Products at the designated location for
            delivery notify the Manufacturer in writing of all
            shortages and/or damages claimed to have existed at
            the time such Products were shipped from the
            Manufacturer's distribution facility; (iv) the
            Manufacturer shall not be responsible for shortages
            and/or damages when notice is not given within thirty
            (30) days after receipt of Products as provided
            above; (v) the Manufacturer shall, if such shortage
            or damage is verified by it, use, its best efforts to
            deliver replacement Products to the Distributor, at
            no additional cost to the Distributor, within five
            (5) days of receipt of the notice from the
            Distributor.  It is understood that the Manufacturer
            shall be responsible for any failure of delay in
            delivering replacement products.  However,
            Manufacturer shall not be responsible for any losses
            of or damages to Products occurring after the same
            are shipped from the Manufacturer's distribution
            facility so long as the Products are shipped in a
            commercially reasonable manner;

      the parties acknowledge and agree that, other than the
            Warranty, there are no express or implied warranties
            of any nature or kind whatsoever made by the
            Manufacturer  to the Distributor with respect to the
            Products, including, without limitation, any warranty
            of merchantability, quality or fitness for any
            particular purpose and, except as the result of
            Manufacturer's negligence, Manufacturer shall have no
            liability or responsibility to the Distributor for
            special or consequential damages including, without
            limitation, losses of profits or anticipated profits,
            and

      legal title and risk of loss or damage, to all Product
            shall remain the responsibility of the Manufacturer
            until the time of shipment of the Products from the
            Manufacturer's distribution facility if and only if
            the Products are shipped in a manner specified by
            Distributor.

      3.4 MODIFICATION OF SALE PRICES
  The parties understand that the manufacturing cost and possibly
  airtime costs will decrease and, as such the price will
  decrease by the same amount.  Otherwise, Manufacturer shall
  have no right to change the Sale Price relating to any of the
  Products.  The Manufacturer shall notify the Distributor in
  writing (in accordance with Section 12.1) as the Sale Prices
  are amended from time to time and Schedule "B" shall be deemed
  to be amended accordingly with effect on all orders for
  Products delivered to the Manufacturer subsequent to the date
  that is thirty (30) days after receipt by the Distributor of
  such notice of amendment of the Sale Prices.

     4  DISTRIBUTOR'S OBLIGATIONS

      4.1 PROMOTION, MAINTENANCE, OFFICES
  Distributor promises to use reasonable commercial efforts to
  promote, at its own expense, the sale of the Products within
  the Territories, to provide maintenance for Products sold,
  leased or otherwise distributed within any of the Territories
  on a basis consistent with good business practice and to
  maintain within the Territories one or more offices, which
  shall be open during normal business hours;

      4.2 MANUFACTURER'S GOODWILL & REPUTATION
  Distributor promises to avoid any sales policies, trade
  practices and advertising that would be injurious to the
  reputation and goodwill of the Manufacturer of which would
  constitute a breach of applicable law;

      4.3 AGENCY
  Distributor promises that it shall not represent itself as the
  Manufacturer's agent for any purpose and shall not incur any
  obligations or make any promises or representations on the
  Manufacturer's behalf;

      4.4 LICENSES & REGISTRATIONS
  Distributor promises that it will obtain and maintain all
  licenses and registrations necessary to permit it to distribute
  Products within the Territories as contemplated by this
  Agreement and to deliver to the Manufacturer, upon
  Manufacturer's request, a copy of all such licenses or
  registrations and to forthwith notify Manufacturer of the
  cancellation, suspension or modification of any such license or
  registration;

      4.5 WARRANTEE
  Distributor promises that it will deliver or cause to be
  delivered a copy of the Warranty to each purchaser of Products
  sold pursuant to this Agreement.

     5  REPRESENTATIONS AND WARRANTIRES OF THE MANUFACTURER

      5.1 DISTRIBUTOR'S REPRESENTATIONS AND WARRANTIES
  The Manufacturer represents and warrants as follows, and
  acknowledges that the Distributor is relying upon such
  representations ad warranties:

  the Manufacturer is a corporation duly incorporated and validly
       subsisting, with the requisite corporate power and
       capacity to enter into and perform all of its obligations
       under this Agreement;

  this Agreement has been duly executed and delivered by the
       Manufacturer;

  the execution, delivery and performance of this Agreement have
       been duly and validly authorized by all requisite
       corporate action on the part of the Manufacturer; and

  the consummation of the transactions contemplated herein will
       not violate nor be in conflict with any provision of the
       Manufacturer's by-laws or any agreement or instrument to
       which the Manufacturer is a party of is bound, or any
       judgment, decree, order, statute, rule or regulation
       applicable to the Manufacturer.

      5.2 SURVIVAL
  Notwithstanding anything to the contrary herein, express or
  implied, it is expressly agreed and understood that the
  foregoing representations and Warranties are true on the date
  hereof and shall continue and remain in full force and effect
  for the benefit of the Distributor.

     6  REPRESENTATIONS AND WARRANTIES OF THE DISTRIBUTOR

      6.1 DISTRIBUTOR'S REPRESENTATIONS AND WARRANTIES
  The Distributor hereby represents and warrants as follows, and
  acknowledges that the Manufacturer is relying upon such
  representations and warranties:

  The Distributor will incorporate a corporation that will be
       duly incorporated and validly subsisting under the laws of
       its jurisdiction of incorporation, with the requisite
       corporate power and capacity to carry on its business and
       to enter into and perform all of its obligations under the
       Agreement;

  this Agreement has been duly executed and delivered by the
       Distributor;

  The consummation of the transactions contemplated by this
       Agreement will not violate, nor be in conflict with, any
       provision of the Distributor's by-laws, or any agreement
       or instrument to which the Distributor is a party or by
       which it is bound, or any judgment, decree, order,
       statute, rule or regulation applicable to the Distributor;
       and

   The execution, delivery and performance of this Agreement and
       the transactions contemplated hereby have been duly and
       validly authorized by all requisite corporate action on
       the part of the Distributor.

      6.2 SURVIVAL
  Notwithstanding anything to the contrary herein, express or
  implied, it is expressly agreed and understood that the
  foregoing covenants, representations and warranties are true on
  the date hereof and shall continue and remain in full force and
  effect for the benefit of the Manufacturer.

     7  COVENANTS OF THE MANUFACTURER
      7.1 MARKETING MATERIALS
  The Manufacturer hereby agrees that it shall, at no cost to the
  Distributor, from time to time provide the Distributor with
  examples of marketing materials utilized by the Manufacturer,
  including layouts, catalogs, brochures and similar information
  concerning the Products, as requested by the Distributor, in
  order to assist the Distributor with the sale of the Products
  in the Territories.

     8  ADDITIONAL COVENANTS OF THE DISTRIBUTOR
      8.1 INITIAL MARKETING OF PRODUCTS
  Prior to the date that Products are available for commercial
  distribution, the Distributor will use reasonable commercial
  efforts to introduce the System and the Products to potential
  users, for the purpose of obtaining expressions or indications
  of interest.

      8.2 TAXES, ETC.
  The Manufacturer and Distributor shall be equally responsible
  for and shall pay all sales, use, customs, import or other
  similar taxes, fees or charges that may be applicable in
  respect to the purchase and delivery of Products pursuant to
  this Agreement.

     9  TRADE MARKS AND TRADE NAMES
      9.1 GENERAL
  The Distributor is granted no right, title or interest in the
  TradeMarks or any name used in respect of the System or the
  Products except for the rights provided for in Article 2 of the
  Agreement.  Upon termination of this Agreement, the Distributor
  will immediately cease the use of all of the names or
  TradeMarks referred to above or any near resemblance thereto as
  might be calculated to deceive purchasers or prospective
  purchasers of Products or users of the System.

      9.2 INFRINGEMENT OF TRADEMARKS ETC.
  In the event that the Distributor becomes aware of any
  infringement of the Technical Information or TradeMarks it
  shall immediately provide the Manufacturer with written notice
  thereof.

     10 INDEMNIFICATIION
      10.1 INDEMNITY
  Each Party hereto, hereby covenants and agrees to indemnify and
  save harmless the other from and against any and all
  liabilities, losses, costs (including, without limitation,
  legal fees on a solicitor and his own client basis), claims or
  damages of any nature whatsoever suffered or incurred by one
  Party arising out of or resulting from any representation or
  warranty of that Party being untrue or misleading in any
  material respect or any breach by that Party of any of its
  covenants contained in the Agreement.

     11 TERM AND TERMINATION
      11.1 TERM
  This Agreement shall be deemed to have come into force as of
  the day and year first above written and the License shall
  remain in full force and effect for a period of five (5) years
  from the date on which the Manufacturer notifies the
  Distributor that Products are available for commercial
  distribution, unless terminated earlier, in whole or in part,
  in accordance with this Agreement.  If, upon the expiration of
  such five (5) year term, the License has not been terminated by
  either party pursuant to section 11.2 it shall be automatically
  renewed in respect of those territories in which the License is
  then in effect for a period of one year and thereafter from
  year to year unless terminated by either party pursuant to
  section 11.2(b) below.

      11.2 TERMINATION
  The License shall be terminable upon the occurrence of any of
  the following events:

   By the Manufacturer, in respect of any particular
         Territory, in the event that the Distributor fails to
         meet targets established pursuant to Section 3.2
         relating to the purchase of and payment for Products by
         the Distributor for that Territory;

   By either party upon the appointment of a receiver or a
         trustee in bankruptcy for the whole or any part of the
         assets of the other part of if an order is made or
         resolution is passed for the winding-up of such other
         party;

   By either party upon the failure of the other party to
         comply with any of its material obligations hereunder
         where such failure continues for a period of thirty
         (30) days after receipt of written notice from the non-
         defaulting party detailing such breach and requesting
         that the same be remedied;

   By the Manufacturer upon any voluntary abandonment of the
         License by the Distributor, including acts or omissions
         indicating a willingness, desire or intent to
         discontinue operations pursuant to the License or a
         disregard for the operation of the business established
         by the Distributor pursuant hereto;

      11.3 SURVIVAL OF CERTAIN PROVISION
  Articles 1,5,6,8 and 9 and Section 15.1 shall survive the
  termination of the License for any reason whatsoever.

      11.4 PROCEDURES FOLLOWING TERMINATION
  Upon termination of the Distributor for any reason:

  All unfilled orders of the Distributor for Products from
         the Manufacturer shall be canceled without liability on
         the part of either party, provided that where there
         would be a mutual advantage to fill some or all of such
         orders this may be done at the option of the
         Manufacturer and such act shall not be construed as an
         extension of renewal of the License or as a waiver of
         termination, but nevertheless all such transactions
         shall be governed by terms identical with the terms of
         this Agreement;

  The Distributor shall remove and discontinue the use of
         all signs, stationery, advertising and other material
         and refrain from conduct that would make it appear to
         the public that the Distributor is still a distributor
         of the Products, however, if the License is terminated
         for any reason by either party, the Distributor shall
         not be prevented from selling any Product purchased
         from the Manufacturer during or after the term of this
         Agreement;

   The Distributor shall return to the Manufacturer all
         written documents or materials furnished to it by the
         Manufacturer relating to the Products or the System;
         provided that if the License is terminated only with
         respect to a particular Territory pursuant to
         Subsection 11.2(a), the foregoing procedures need only
         be adhered to in respect of that Territory and provided
         further that the foregoing procedures shall not apply
         in respect of any Territory or Territories if the
         parties determine that the Distributor will continue to
         distribute Products therein on a non-exclusive basis.

     12 NOTICE
      12.1 FORM OF NOTICE, ETC.
  Any notice required or permitted to be given to a party
  hereunder shall be in writing and may be given by personal
  delivery, by courier, by mailing the same postage prepaid or by
  facsimile or other electronic transmitting device to the
  president at the address of such party as follows:

  Global Wireless Services, Inc.
  401-343 Railway Street
  Vancouver, B.C., Canada, V6A 1A4
  PH 604 408 1432     FAX 604 408 1496
  Winfield Entertainment Group
  ------------------------------
  Burnaby, B.C., Canada
  PH 604-515-5355


  Any notice aforesaid, if delivered personally or by courier or
  transmitted by facsimile shall be deemed to have been received
  on the date of delivery or transmission and if mailed shall be
  deemed to have been received on the fifth business day
  following the date on which it was mailed.  Any party may
  change its address for service from time to time by notice
  given in accordance with this Section 12.1

     13 RELATIONSHIP OF PARTIES
      13.1 NO AGENCY, ETC.
  Nothing herein shall be construed in any manner to constitute
  the Distributor as an agent or partner of the Manufacturer or
  the Manufacturer as an agent or partner of the Distributor.  It
  is expressly understood and agreed that the Distributor and the
  Manufacturer shall at all times by independent contractors.
  Except as specifically contemplated herein, the Distributor and
  the Manufacturer shall not act, or attempt to act, directly or
  by implication, as an agent of the other or in any manner
  assume or create, or attempt to assume or create, any
  obligation on behalf of, or in the name of the other.

     14 INSURANCE
      14.1 GENERAL
  Each party shall, at its own expense, obtain and maintain
  during the term of the License and any renewal thereof,
  insurance policies reasonably satisfactory to the Manufacturer.
  Each Party shall furnish the other, upon request, with a
  Certificate of Insurance (or a copy thereof) evidencing the
  existence of the insurance policy referred to above.

     15 NON-COMPETITION
      15.1 NON-COMPETITION DURING TERM OF AGREEMENT
  During the term of this Agreement, neither party shall,
  individually or in conjunction with any other person, firm,
  partnership, corporation or other third party, as principal,
  agent, shareholder, director, employee or guarantor or in any
  other manner whatsoever, directly or indirectly carry on, be
  engaged in, concerned with or interested in or advise in the
  operation of any business utilizing a system similar to the
  System of sells products similar to the Products.  For greater
  certainty, the parties hereby acknowledge and agree that the
  continued distribution by the Distributor of the products
  currently distributed by the Distributor shall not be
  considered to be in breach of the foregoing covenant.

  IN WITNESS WHEREOF the parties have executed and delivered this
  Agreement as of the date first above written


  Global WIRELESS SERVICES, INC.


  By: _______________________________
       Dan Mercier President



  ______________, ___


  By:________________________________
     Winfield Entertainment Group
  
<PAGE>
  SCHEDULE "A"

  PRODUCTS

    Description of Product:  Vending Monitoring Device Using
Wireless Technology
  This product consists of three components:
  Wireless Remote Unit:   It consists of the following
         components: Box, PCB, controller, radio, components,
         cabling, relay, and transformer.  Other components will
         be added as the product evolves and customizations are
         introduced.  Also included is downloadable firmware.
  Monitoring station: The monitoring station will operate
         software developed by Global Wireless System.  This
         software will allow a customer to observe the status of
         all equipped with a Wireless Remote Unit.

  Exclusive Product   Wireless Vending Monitoring Solution

     (a) For the use in existing vending machines

     (b) For use in newly manufactured vending machines that do
       not include a similar device
<PAGE>
  SCHEDULE "B"

  SALE PRICES

  The foregoing prices do not include any sales, use, excise,
  customs, import or similar taxes, fees or charges, all of which
  are to be paid equally by the Manufacturer and Distributor
  pursuant to Article 8.


   
<PAGE>
  SCHEDULE "C"
  TERRITORIES


  Principal Territory:  Canada.


  Secondary Territory: U.S.A.   To be dealt with later.



  A Principal territory is defined as a territory where the
  Distributor has direct contact with the customer and may at
  times do business through another distributor.

  SCHEDULE "D"
  Warranty Policy

  Global Wireless Services, Inc. (20/20) provides limited
  warranties for hardware and software.

  A. HARDWARE

     Coverage:
        Global warrants that the equipment, parts and accessories
     manufactured by Global will:

     be free from defects in material and workmanship
          furnished by Global and used in the fabrication thereof
          perform in accordance with 20/20's published
          specifications

     Period of Coverage:
        Globals warranty period to distributors and end users is
     (12) months from date of shipment from Globals's facilities
     in Vancouver, Canada.  All defective products must be
     returned to Global Wireless Services, Inc., Vancouver, BC,
     Canada, within this period.

  An optional Extended Warranty is available on all new Global
     manufactured hardware if purchased at the time of original
     equipment purchase.  This Extended Warranty extends the
     basic warranty for an additional twelve months, giving an
     effective warranty period of twenty-five months from
     shipment.  Pricing for the optional Extended Warranty can be
     obtained from your Global Sales Representative.

        Extent of Coverage:
  The extent of Global's liability under this warranty as to
     any such defects is expressly limited to correction, repair
     or replacement of the Global manufactured equipment which is
     defective.  All such correction, repairs or replacement
     shall be accomplished through the Global factory to ensure
     that the equipment, part or peripheral involved will meet
     our repair specification, and ensure that the unit under
     repair will not be kept out of service longer than is
     reasonably necessary.  Modifications authorized by Service
     Bulletins and implemented by the Customer will not affect
     the warranty if installed in accordance with the
     Modification Kit Instructions.

        What is Not Covered:
  Global will, as to each and every defect, be relieved of all
     obligations and liability under the warranty, if:

  The equipment is operated with any accessory, equipment
          or part not specifically approved by Global and not
          manufactured by Global, or to Global's design and
          specification.

  The equipment was not installed, operated or maintained
          in accordance with Global's published specifications.

  The equipment was installed by someone other than
          Global's factory trained and certified technicians.

  The equipment was installed by someone other than a
          technician trained by a Global authorized trainer.

  The equipment was repaired, altered or modified without
          Global's approval.

  The equipment is not, within the applicable warranty
          period, returned to Global's repair facility in
          Vancouver, BC, Canada, ______________, ___,.

     B. SOFTWARE

        Coverage:
  Global warrants that Global developed software will perform
     in accordance with 20/20's published specifications.  This
     warranty also covers:

             physical defect in software disks

             Period of Coverage:
  Global's software warranty is limited to defects detected
     and reported within twelve months of original shipment.

        Extent of Coverage:
  The extent of Global's liability under this warranty as to
     such defects is expressly limited to the correction, repair
     or replacement of Global software.

     C. ORIGINAL EQUIPMENT MANUFACTURER (OEM) EQUIPMENT

  Warranty coverage on equipment not manufactured or branded
     by Global is limited to the coverage provided by the
     manufacturer of equipment.

  Upon request, Global will make every reasonable effort to
     give that manufacturer's warranty information to Global
     customers.  This coverage will not necessarily coincide with
     the warranty provided by Global on equipment of Global
     manufacture.




                 LIMITATION OF LIABILITY

    THE ABOVE WARRANTIES ARE THE FULL EXTENT TO WHICH Global
WARRANTS ITS PRODUCTS AND SOFTWARE.  NO OTHER WARRANTY TO
PURCHASERS IS EXPRESSED OR IMPLIED.  Global SPECIFICALLY
DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANT-ABILITY AND FITNESS
FOR A PARTICULAR USE.

    THE LIABILITY OF Global FOR DAMAGES, OTHER THAN FOR PERSONAL
  INJURY OR PROPERTY DAMAGE, RELATING TO 20/20's ALLEGED FAILURE
  OF PERFORMANCE HEREUNDER OR ANY ALLEGEDLY DEFECTIVE PRODUCT OR
  SOFTWARE, WILL, UNDER ANY LEGAL OR EQUITABLE THEORY, BE LIMITED
  TO THE ACTUAL PRICE PAID BY THE PURCHASER OF SUCH PRODUCT OR
  SOFTWARE, AND WILL IN NO EVENT INCLUDE INCIDENTAL,
  CONSEQUENTIAL OR SPECIAL DAMAGES, EVEN IF GLOBAL IS NOTIFIED OF
  THE POSSIBILITY OF SUCH DAMAGES.


  
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  SCHEDULE "E"
  PURCHASE QUOTAS

                    Quota

  *Year 1           1000
  Year 2            3500
  Year 3            10,000
  Year 4            15,000
  Year 5            20,000

  *Year 1 begins 30 days after delivery of first commercial
  Vending Wireless Monitoring unit by issued purchase order or 90
  days after signing of this distribution agreement.