SUB-DEALER AGREEMENT


     This Sub-Dealer Agreement, dated this 1st day of September, 2003, is
between T. Mobile USA, Inc. d/b/a T-Mobile, a Delaware corporation ("Company")
Action Wireless I [insert Sub-Dealer Name], a, Florida (insert state where
incorporated] corporation with an address at 483 NE 20th St. Boca Raton [insert
Sub-Dealer address] ("Sub-Dealer"), and Access Wireless [insert Dealer name]
("Dealer").

                                    RECITALS

     A.   Company provides or is authorized to provide wireless communications
          service ("Wireless Service") directly to Subscribers utilizing
          authorized digital frequencies assigned by the Federal Communications
          Commission and accessed by digital wireless - telephone equipment in
          the Area defined herein.

     B.   Company and Dealer have entered into that certain Dealer Agreement
          dated September 8, 03, (the "Dealer Agreement") pursuant to which
          Dealer agrees to promote, market, and sell Company's Wireless Services
          and Equipment: in the defined Area.

     C.   Sub-Dealer has agreed to become a sub-dealer of Dealer in order to use
          Company's experience, Confidential Information, Marks, and goodwill to
          promote, market, and sell Company's Wireless Services and Equipment in
          the Area to Subscribers under the terms and conditions of this
          Agreement and the Dealer Agreement,

     NOW, THEREFORE, the parties agree as follows:

1.   DEFINITIONS
     -----------

     Area. The collective geographic area, set forth in Exhibit B of the Dealer
     ----
     Agreement, in which the Company provides Wireless Service and with respect
     to which the Dealer may act as an authorized dealer for Company pursuant to
     such Dealer Agreement.

     Equipment. Any approved voice, data, or combined voice and data devices,
     ---------
     handsets, telephones, or related equipment or accessories to be used on
     Company's network, including SIM Cards.

     Intellectual Property Rights. All copyright, trademark, service mark, trade
     ----------------------------
     secret, patent and other intellectual property rights (including all rights
     of registration or renewal thereof and all causes of action relating
     thereto).

     Market. The covered population in the geographic area which boundaries are
     ------
     defined by the Federal Communication Commission Licenses referenced in
     Exhibit B,

     Marks. All service marks, trademarks and trade names used by Company,
     -----
     including, but not limited to, the mark T-Mobile.

     Market Rules. The rules and procedures pertaining to the Marks prescribed
     ------------
     by Company from time to time.

     Subscriber. Customers, subscribers, or end users purchasing the Equipment
     ----------
     and activating Service through the Dealer and/or Sub-Dealer in the Area.
     Each individual or business entity who (i) purchases a PCS handset(s) and
     SIM Card(s) from Dealer, (ii) places an order for Service to a handset
     through Dealer that is accepted by Company, and (iii) for whom Service is
     Activated is a Subscriber.

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     Subscriber Information. Any information gathered by or for Dealer about an
     ----------------------
     actual or potential Subscriber including, without limitation, names,
     addresses, e-mail addresses, telephone numbers, and other personally
     identifying, whether or not such information was gathered prior to the
     commencement of the Agreement.

     Wireless Service. Wireless communication service, including voice and data
     ----------------
     service, provided by Company utilizing authorized digital frequencies
     assigned by the Federal Communications Commission and accessed by digital
     wireless.

2.   SUB-DEALER GUIDELINES
     ---------------------

2.1  Adherence to Agreement. Sub-Dealer agrees to adhere to the terms and
     ----------------------
     conditions of Company's Dealer Agreement, which is incorporated by this
     reference. Sub-Dealer acknowledges that a breach by Sub-Dealer of the
     Dealer Agreement shall be considered a breach by Dealer and shall entitle
     Company to pursue all rights and remedies it may have under the Dealer
     Agreement or under the law. The terms and conditions set forth in this
     Sub-Dealer Agreement are in addition to the terms and conditions set forth
     in the Dealer Agreement.

2.2  Termination of Sub-Dealer. Company shall have the right, in its sole
     -------------------------
     discretion and at any time during the term of the Dealer Agreement, to
     terminate a Sub-Dealer upon written notice to Dealer.

2.3  Non-Solicitation of Company's Dealers. During the term of the Dealer
     -------------------------------------
     Agreement, Sub-Dealer and anyone acting on its behalf shall not recruit or
     solicit sub-dealers, employees, dealers, agents, or independent contractors
     from Company or from any other dealer of Company.

2.4  Prohibition on Non-Competition Agreements. Sub-Dealer, its employees, and
     -----------------------------------------
     agents shall not enter into an exclusivity or non-competition agreement
     prohibiting them from working directly for Company, or from selling
     Company's Wireless Service or Equipment.

2.5  Sub-Dealer Support. Sub-Dealer acknowledges that Dealer shall be
     ------------------
     responsible for providing adequate management support and resources to
     Sub-Dealer and that Company has no such responsibility.

2.6  Sub-Dealer Compensation. Sub-Dealer acknowledges that Dealer shall be
     -----------------------
     solely responsible for payment of any compensation owed, and for reporting
     any and all information used by Company for purposes of compensating
     Dealer.

2.7  Restrictions. Sub-Dealer shall only sell Equipment provided by Company and
     ------------
     Dealer to Subscribers for end use and shall not sell or otherwise provide
     such Equipment to other distributors, re-sellers, or other non-Subscribers.
     Sub-Dealer shall not employ or enter any agreement to use sub-dealers.
     Sub-Dealer shall not sell any restricted promotions or plans as defined in
     the Dealer Agreement. Company shall have the right, in its sole discretion,
     to approve or disapprove Sub-Dealer's retail locations.

2.8  Termination of Relationship Between Dealer and Sub-Dealer. Company in its
     ---------------------------------------------------------
     sole discretion and at any time may choose to accept Sub-Dealer as a direct
     dealer of Company. If Company accepts Sub-Dealer as a direct dealer of
     Company, Company and Sub-Dealer shall enter into Company's dealer
     agreement.

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<PAGE>

2.9  No Agency Relationship. Sub-Dealer acknowledges that this Agreement does
     ----------------------
     not create an agency, joint venture, partnership, employment relationship,
     franchise or third party beneficiary rights with Company. Sub-Dealer shall
     not have the authority to bind Company in any manner

3.   ADDITIONAL OBLIGATIONS OF SUB-DEALER
     ------------------------------------

3.1  This Section Left Intentionally Blank
     -------------------------------------

3.2  Non-Diversion. Sub-Dealer acknowledges it has obtained significant goodwill
     -------------
     from Company through use of its Confidential Information and Marks. During
     the term of this Agreement and for a period of one year after termination
     of this Agreement (whether voluntary or involuntary, with or without
     cause), Sub-Dealer shall not directly or indirectly (a) request any
     Subscriber in the Area whom Sub-Dealer knows to be a Subscriber of Company,
     to curtail or deactivate the Wireless Service, or cancel its relationship
     with Company, or (b) otherwise solicit, divert or attempt to divert any
     such Subscriber from patronizing Company, Company dealers, Company retail
     stores or the Wireless Service. During such period, any Subscribers of
     Company who contact Sub-Dealer or its personnel regarding GSM Wireless
     Service shall be referred directly to Company.

3.3  Confidential Information. "Confidential Information" means all information
     ------------------------
     of or relating to Company (whether of a business, technical or other
     nature) which Sub-Dealer knows or reasonably should know to be confidential
     or proprietary. Without limiting the generality of the: foregoing,
     "Confidential Information" includes all information not generally known to
     the public that relates to the business, technology, Subscribers, potential
     Subscribers, finances, budgets, projections, proposals, practices of
     Company, including without limitation the terms of this, Agreement and the
     Dealer Agreement, the identities of and all information regarding
     Subscribers and potential Subscribers, and all information relating to
     Company's business plans and proposals, marketing plans and proposals,
     technical plans and proposals, and research and development. All
     Confidential Information will be considered trade secrets of Company and
     shall be entitled to all protections given by law to trade secrets. Any and
     all media (whether written, film, tape, optical, magnetic, opto-magnetic or
     otherwise) embodying any of the information described above shall also
     constitute Confidential Information. Except for Subscriber Information,
     which under all circumstances shall be treated as Confidential Information,
     Confidential Information shall not include information which: (a) was in or
     entered the public domain through no fault of Sub-Dealer; (b) Sub-Dealer
     can show, by written evidence, was rightfully in Sub-Dealer's possession
     prior to receipt thereof from Company; or (c) is disclosed to Sub-Dealer by
     a third party legally entitled to make such disclosure without breach of
     any obligation of confidentiality.

3.4  Non-Disclosure of Confidential Information. During the term of this
     ------------------------------------------
     Agreement and at all times thereafter, Sub-Dealer shall not directly or
     indirectly (a) use any Confidential Information for any purpose other than
     that for which it is used or disclosed under the terms of this Agreement or
     the Dealer Agreement, (b) disclose to any person or entity any Confidential
     Information or in any other way publicly or privately disseminate any
     Confidential Information, or (c) assist, authorize or encourage anyone else
     to use, disclose, or disseminate any Confidential Information, Without
     limiting the foregoing, Sub-Dealer shall not use Confidential Information
     related to Subscribers or potential Subscribers to directly or indirectly
     contact or communicate with Subscribers or potential Subscribers concerning
     the Company or its Wireless Service. Sub-Dealer further agrees it shall:
     (a) hold all such Confidential Information in Confidence using the

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<PAGE>

     same degree of care that Sub-Dealer uses to protect its own confidential
     and proprietary information (but in no event less than reasonable care);
     (b) use the Confidential Information only for the purpose of performing
     obligations under this Agreement; (c) reproduce any Confidential
     Information only to the extent necessary to perform such obligations; (d)
     restrict disclosure of and access to such Confidential Information only to
     those Personnel who are directly concerned with, and who agree to maintain
     the confidentiality of, the Confidential Information; and (e) take all
     precautions necessary and appropriate to guard the confidentiality of the
     Confidential Information, including informing employees who handle such
     information that it is confidential and not to be disclosed to others. Upon
     termination of this Agreement, all Confidential Information in the
     possession or control of Sub-Dealer (including all originals and copies of
     all or any portion of any Confidential Information) shall be promptly
     returned to Company. Sub-Dealer shall be responsible for ensuring
     compliance with this section by its officers, employees, agents,
     contractors, and representatives.

3.5  Records. Sub-Dealer agrees to maintain at its principal place of business
     -------
     complete and accurate records of Sub-Dealer's business conducted pursuant
     to this Agreement. Records will include, but are not limited to, documents
     relating to sales of Equipment and Activation of Subscribers. All records
     shall be made available for inspection by Company upon reasonable notice to
     Sub-Dealer. Such records constitute Confidential Information that shall be
     returned to Company upon termination or expiration of this Agreement.
     Sub-Dealer shall provide Company with original Subscriber Wireless Service
     agreements upon Company's request and according to policies and procedures
     that may be issued by Company from time to time in its sole discretion.

4.   INTELLECTUAL PROPERTY RIGHTS
     ----------------------------

4.1  Marks. Sub-Dealer understands and acknowledges that the Marks, along with
     -----
     all Intellectual Property Rights associated therewith, are the property of
     Company. Sub-Dealer acknowledges that it has no rights in or to the Marks
     and shall not acquire any rights in the Marks or expectancy to their use as
     a result of any use of the Marks by Sub-Dealer, and that all goodwill
     arising out of any use of the Marks by, through OT under Sub-Dealer shall
     inure solely to the benefit of Company. Following the termination of this
     Agreement, Sub-Dealer shall immediately discontinue use of any Marks (and
     any other trademarks or service marks which Company deems to be confusingly
     similar thereto) and shall promptly destroy, or, at Company's option,
     forward to Company, all advertising and promotional literature and signage
     which contain any Marks.

4.2  Other Rights. Sub-Dealer acknowledges that the Wireless Service and
     ------------
     Equipment involve: valuable Intellectual Property Rights of Company or its
     licensors. As between Sub-Dealer and Company, Company shall retain all
     right, title, and interest therein, and no title to or ownership of any
     Intellectual Property Rights associated with any Wireless Service or
     Equipment is transferred to Sub-Dealer or any Subscriber pursuant to this
     Agreement.

4.3  Protection of Company Rights. Sub-Dealer will immediately notify Company of
     ----------------------------
     any infringement, misappropriation or violation of any Intellectual
     Property Rights of Company or its licensors that comes to Sub-Dealers
     attention. Sub-Dealer will not infringe or violate, and will use its best
     efforts to preserve and protect Company's and its licensors' interest in,
     all such Intellectual Property Rights. In the event of any such
     infringement, misappropriation or violation by or resulting from the
     activities of Sub-Dealer or any of its officers, employees, agents,
     contractors or representatives, Sub-Dealer will promptly report such
     infringement, misappropriation or violation to Company and Company will
     take all steps Company deems reasonably necessary to terminate any such
     infringement, misappropriation or violation. Company or its designee will
     have exclusive control over the prosecution and settlement of any

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<PAGE>

     legal proceeding to enforce, to recover damages on account of any
     infringement, misappropriation or violation, or to defend any of its or its
     licensor's Intellectual Property Rights. Without limiting the generality of
     the foregoing, Sub-Dealer will: (a) provide such assistance related to such
     proceeding as Company may reasonably request; and (b) assist Company in
     enforcing any settlement or order made in connection with such proceeding;
     provided that Company will reimburse the expenses reasonably incurred by
     Sub-Dealer to provide such assistance in accordance with Company's requests
     for the same.

5.   This Section Left Intentionally Blank.
     -------------------------------------

6.   INDEMNITY; CONSEQUENTIAL DAMAGES
     --------------------------------

6.1  General Indemnity. Sub-Dealer hereby agrees to indemnify, defend, protect,
     -----------------
     and hold Company, and its parent, subsidiaries, affiliates, officers,
     directors, employees, agents, and --insurers, harmless from and against any
     and all claims, costs, suits, liabilities, damages, losses, demands, and
     expenses of every kind, including but not limited to attorneys' fees and
     disbursements, arising out of any negligent act or omission or willful
     misconduct of, or breach of this Agreement, by Sub-Dealer, or its
     employees, agents, or independent contractors.

6.2  Indemnity as to Advertisement. In furtherance and not in limitation of the
     -----------------------------
     Indemnification obligations of Sub-Dealer set forth in section 6.1,
     Sub-Dealer hereby agrees to indemnify, defend, protect, and hold Company
     and its parent, subsidiaries and affiliates, and each of their officers,
     directors, employees, agents, and insurers, harmless from and against any
     and all claims, costs, suits, liabilities, damages, losses, demands, and
     expenses of every kind, including, but not limited to, attorneys' fees and
     disbursements, arising out of advertisements or promotional materials
     developed or used by Sub-Dealer (except advertisements and promotional
     materials that have been developed and provided by Company).

6.3  Limitation of Liability. IN NO EVENT SHALL COMPANY BE LIABLE FOR
     -----------------------
     INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT
     LIMITED TO LOST REVENUE OR PROFITS, IN CONNECTION WITH THIS AGREEMENT OR
     THE CONDUCT OF BUSINESS BETWEEN DEALER AND SUB-DEALER, EVEN IF COMPANY WAS
     ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY HEREBY DISCLAIMS ALL
     WARRANTIES, EXPRESS OR IMPLIED, NOT EXPLICITLY STATED IN THIS AGREEMENT,
     AND IN PARTICULAR DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY AND FITNESS
     FOR A PARTICULAR PURPOSE,

7.   TERMINATION
     -----------

7.1  Unless earlier terminated pursuant to paragraph 2.2 above, or under other
     provisions of the Dealer Agreement, this Sub-Dealer Agreement shall
     terminate contemporaneously with the Dealer Agreement; provided, however,
     that Sub-Dealer's obligations under sections 3, 4, 5, and 6 of this
     Sub-Dealer Agreement shall survive the termination of the Sub-Dealer
     Agreement.

8.   MISCELLANEOUS
     -------------

8.1  Entire Agreement. This Agreement represents the entire, complete, final and
     ----------------
     exclusive Agreement between the parties hereto with respect to the matters
     addressed in this Agreement and, except as expressly provided herein, shall
     not be affected by reference to any other documents.

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<PAGE>

8.2  No Other Agreements. Sub-Dealer represents and warrants that the execution
     -------------------
     and performance of this Agreement does not and will not violate any other
     contract or obligation to which Sub-Dealer is a party, including terms
     relating to covenants not to compete and confidentiality covenants.
     Sub-Dealer will not disclose or use, or induce others to use, any
     proprietary information or trade secrets of any other person, association
     or entity. Sub-Dealer represents and warrants that it has returned all
     property and confidential information belonging to all other service
     providers for whom Sub-Dealer may have acted as a dealer. This Agreement
     and its Exhibit constitute the entire agreement and understanding between
     the parties and supersede all offers, negotiations and other agreements
     concerning the subject matter set forth in the Agreement. Sub-Dealer is not
     relying on any representations or warranties from Company or Dealer,
     including, but not limited to, any representation or warranty as to the
     nature of competition or the results or effect of any advertising. Except
     as set forth herein, any amendments to this Agreement must be in writing
     and signed by both parties.

8.3  Remedies Cumulative. The right; and remedies herein expressly provided are
     -------------------
     cumulative and not exclusive of any rights or remedies that a party would
     otherwise have.

8.4  Assignment. Sub-Dealer shall not assign its rights or delegate its
     ----------
     obligations hereunder without the prior written consent of Company. This
     prohibition shall extend to a change in the control of Sub-Dealer, which is
     defined to be any change as a result of which any person or entity holds
     50% or more of the ownership interest or assets of Sub-Dealer.

8.5  Severability. If any provision of this Agreement shall be held invalid
     ------------
     under any applicable laws, such invalidity shall not affect any other
     provisions of this Agreement that can be given an effect without the
     invalid provision. Further, all terms and conditions of this Agreement
     shall be deemed enforceable to the fullest extent permissible under
     applicable law and, when necessary, the court is requested to reform any
     and all terms or conditions to give them such effect.

8.6  Authority. Each person signing below hereby warrants and represents that he
     ---------
     or she has full authority to execute this Agreement for the party on whose
     behalf he or she is signing.

8.7  No Waiver. No failure by a party to take action on account of any default
     ---------
     or breach of this Agreement by the other party shall constitute a waiver of
     any such default or breach, or of the performance required of the other
     party under this Agreement.

8.8  Notices. All notices and other communications hereunder shall be given in
     -------
     writing and shall be deemed to have been duly given and effective (i) upon
     receipt if delivered in person, or via telecopy, (ii) one day after deposit
     prepaid with a national overnight express delivery service, or (iii) three
     days after deposit in the United States mail, Notices to Sub-Dealer shall
     be delivered or transmitted to its address specified on the first page of
     this Agreement. Any Party may from time to time change such address by
     giving the other Party notice of such change in accordance with this
     Section.

8.9  Arbitration of Disputes.
     -----------------------

     8.9.1 Submission to Arbitration. Any controversy or claim arising out of or
           relating to this Agreement (including whether a particular dispute is
           arbitrable hereunder), shall be resolved by submission to binding
           arbitration. Such arbitration shall be held in the county in which
           Dealer's principal place of business is located before a single
           arbitrator who shall be an attorney in such county who has practiced
           as a commercial litigator for at least fifteen (15) years. The
           arbitration shall be conducted under the commercial arbitration rules
           of the American Arbitration Association, except to the extent that,
           those

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<PAGE>

           titles are modified herein, but shall not be administered by the
           American Arbitration Association. The parties shall equally bear the
           fees of the arbitrator.

     8.9.2 Selection of Arbitrator. If the parties cannot agree on an
           -----------------------
           arbitrator, the arbitrator shall be selected by the Chief Judge of
           the United States District Court for the district in which
           Dealer's principle place of business is located, in accordance
           with the Federal Arbitration Act. The arbitrator so selected
           shall possess the qualifications described in paragraph 8.9.1.
           Each party may, but need not, suggest up to three potential
           arbitrators to the appointing authority.

     8.9.3 Discovery and Motions. The arbitrator selected may grant discovery as
           ---------------------
           required by the reasonable needs of the case and determine
           motions filed, including motions for preliminary or ancillary
           relief, but shall do so in accordance with the parties' desire to
           economically and quickly resolve disputes between them. Discovery
           shall be allowed --only as the parties may agree or the
           arbitrator may permit.

     8.9.4 Limitation of Action. All claims and disputes that arise under this
           --------------------
           Agreement shall be submitted to arbitration by initiating the
           arbitration not later than one (1) year after occurrence of the
           act or omission giving rise to the dispute. Any failure to
           initiate arbitration proceedings within this one (1) year period
           shall constitute an absolute bar to the initiation of proceedings
           based on such act or omission.

     8.9.5 Limitation of Arbitration. The aggrieved party may initiate
           -------------------------
           arbitration by sending written notice of an intention to
           arbitrate to all parties, such notice to include a description of
           the dispute, the amount involved, and the remedy sought. Each
           party irrevocably agrees that service of process, notices or
           other communications relating to the arbitration procedure shall
           be deemed served and accepted by the other if given in accordance
           with the provisions of this agreement.

     8.9.6 Decision and Enforcement of Award. Any award rendered in the
           ---------------------------------
           arbitration shall be final, non-appealable, and binding on both
           parties, and judgment may be entered thereon in any court of
           competent jurisdiction. Any award rendered shall be limited to
           actual damages sustained by the party in whose favor judgment is
           rendered, and no consequential, punitive, exemplary, special or
           multiplied damages shall be awarded. The award of the arbitrator
           shall be in writing, with one counterpart delivered to each
           party.

     8.9.7 Preliminary and Ancillary Relief; Forum Selection;     Consent to
           -----------------------------------------------------------------
           Personal Jurisdiction. Where feasible, issues of preliminary and
           ---------------------
           ancillary relief shall first be determined by an arbitrator
           selected in accordance with the provisions of this Agreement. In
           an emergency, however, when irreparable injury will occur before
           an arbitrator can be appointed and/or hear the matter, the
           aggrieved party may apply to a court for preliminary or ancillary
           relief. Any such application shall be made in any state or
           federal court having jurisdiction. Sub-Dealer irrevocably submits
           to the personal jurisdiction of such courts. The parties agree
           that violations or threatened violations of paragraphs 3.2, 3.4,
           4.1, and 5.1 of this Agreement occurring when no arbitrator has
           been appointed shell presumptively be grounds for application to
           a court under this paragraph. In such cases, the Dealer's bond
           shall be unsecured unless good cause is shown.

     8.9.8 Exceptions to Arbitration. Notwithstanding the foregoing, Company
           -------------------------
           shall have the right to institute legal or equitable proceedings
           for claims or disputes regarding amounts owed by Sub-Dealer to
           Dealer in connection with purchase of the Equipment


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<PAGE>

The parties acknowledge they have fully read and understood this Agreement, and
have had the opportunity to confer with legal counsel regarding its terms and
conditions.

       EXECUTED as of the day and year first above written.

SUB-DEALER NAME:         Action Wireless II
                         ------------------------------------
OWNER/OFFICER (printed): Joseph Hess President Action Wireless
                         ------------------------------------
SIGNATURE;               /s/  Joseph Hess Action Wireless
                         ------------------------------------
TITLE:                   President
                         ------------------------------------

DEALER NAME:
                         ------------------------------------
OWNER/OFFICER (printed):
                         ------------------------------------
SIGNATURE:
                         ------------------------------------
TITLE:
                         ------------------------------------

Sub-Dealer Approval Granted:

T-MOBILE USA, INC.

By:
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Its:
     ------------------------------------
Date:
     ------------------------------------