Exhibit  10.1  Employment  Agreement



                                  GRAHAM PAXTON
                              EMPLOYMENT AGREEMENT
                              --------------------


     EMPLOYMENT  AGREEMENT (the "Agreement"), dated as of March __, 2002, by and
                                 ----------
between  International  Wireless,  Inc., a Maryland corporation ("Company"), and
                                                                  -------
Graham  Paxton  ("Executive").
                  ---------

     WHEREAS,  Company  desires  to  employ Executive as the President and Chief
Executive  Officer  of  Company,  and  Executive  desires  to  be so employed by
Company,  on  the  terms  and  conditions  herein  provided.

     NOW,  THEREFORE,  in  consideration  of the foregoing and of the respective
covenants  and  agreements  of  the parties herein contained, the parties hereto
agree  as  follows:

     1.   Employment.
          ----------

          (a)     General.  During  the  Term  of  this Agreement, as defined in
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Section  2  hereof,  Company  shall employ Executive, and Executive shall render
services to Company as President and Chief Executive Officer of the Company upon
the terms and conditions herein contained.   Executive shall have such duties as
are  consistent  with  the  positions  of President and Chief Executive Officer.
Executive also shall serve as a member of the Board of Directors (the "Board" of
                                                                       -----
the  Company  during  the  Term.  Executive shall devote his best efforts to the
performance  of  his  duties  under  this  Agreement  and  shall  perform  them
faithfully,  diligently  and competently.  The Executive represents and warrants
that  neither  the execution by him of this Agreement nor the performance by him
of  his  duties and obligations hereunder will violate any agreement to which he
is  a  party  or  by  which  he  is  bound.

          (b)     Exclusive  Services.  During  the  Term,  the  Executive shall
                  -------------------
devote his full-time working hours to his duties hereunder.  The Executive shall
not  render  services  to any other person or organization for which he receives
compensation  without  the  consent  of  the  Board  of  Directors of Company or
otherwise  engage  in  activities  which  would interfere significantly with his
faithful  performance  of  his duties hereunder.  Notwithstanding the foregoing,
the  Executive  may  provide  services  to  Siemens Information & Communications
Mobile, LLC in accordance with the terms of the Separation Agreement and General
Release,  dated  March  11,  2002.

     2.   Term  of  Employment.
          --------------------

          (a)     Initial  Term.  Unless  earlier terminated as provided in this
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Agreement,  the  term  of  Executive's  employment  under  this  Agreement shall
commence  on  May  1,  2002  (the "Effective Date") and continue until three (3)
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years  from  the  date  hereof.

          (b)     Extension  Period.  The  term  of  the  Executive's employment
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under this Agreement may be extended for a period of three years (the "Extension
                                                                       ---------
Period") by notice of approval from the Board to the Executive at least 180 days
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prior  to  the  expiration  of  the  Initial  Term  (the period during which the
Executive is employed pursuant to this Agreement, including any Extension Period
in  accordance  with  this  Section  2(b),  shall be referred to as the "Term").
                                                                         -----

     3.   Compensation.
          ------------

          (a)     Base  Salary.   Subject  to  Section 3(b) below, Company shall
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pay  to  Executive  throughout  the  Term  an annual salary (the "Base Salary"),
                                                                  ------------
payable  in  accordance  with the Company's customary policies.  The Base Salary
shall  be  at the rate of (i) $241,600  per year for the first year of the Term,
provided,  however,  in  the event, Company and/or its subsidiaries shall obtain
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funding,  through  one  or  more  placements  of  either  debt  or  equity  or a
combination  thereof, in an aggregate amount of $4,500,000 during the first year
of  the  Term, Executive's Base Salary shall be increased to $291,600, effective
as  of  the date of such funding ; (ii) $316,600 per year for the second year of
the  Term;  and  (iii)  $341,600  per  year  for  the  third  year  of the Term.
Commencing  the  Extension  Period, and annually on each anniversary thereafter,
the  Base Salary shall be increased by the same percentage by which the regional
consumer  price  index  as  of April immediately preceding such anniversary date
shall  have  increased  over  such consumer price index as of April of the prior
year.  Regional  consumer  price index shall mean the index as determined by the
United  States  Department of Labor for the Boston area based upon the index for
all  urban  consumers.

          (b)     Discretionary  Bonus.    In  addition  to  the  Base  Salary,
                  --------------------
Company  shall  pay  to Executive a discretionary bonus ("Discretionary Bonus"),
                                                          -------------------
payable  annually  during  each  year  of  the  term,  at the sole and exclusive
discretion  of  the  Company.

          (c)     Incentive  Compensation.  Company  hereby  grants to Executive
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the  option  to  purchase all or any part of an aggregate of 1,500,000 shares of
its Common Stock (the "Option") in accordance with the terms of the Stock Option
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Agreement  attached  hereto.  The  Option  shall  contain  a  cashless  exercise
provision  and  shall  vest  during  the  Term in accordance with the following:

               (i)     250,000  shares  having  an  exercise  price of $1.05 per
share  shall  vest  immediately  as  of  the  Effective  Date;

               (ii)     250,000  shares  having  an  exercise price of $1.05 per
share  shall  vest  upon  the  Company  and/or  its subsidiaries having received
cumulative  aggregate  orders  for  goods  and  services  of $5,000,000 from the
Effective  Date;

               (iii)     250,000  shares  having  an exercise price of $1.05 per
share  shall  vest  upon  the  Company  and/or  its subsidiaries having received
cumulative  aggregate  orders  for  goods  and  services of $10,000,000 from the
Effective  Date;

               (iv)     250,000  shares  having  an  exercise price of $2.25 per
share  shall  vest  upon  the  Company  and/or  its subsidiaries having received
cumulative  aggregate  orders  for  goods  and  services of $25,000,000 from the
Effective  Date;

               (v)     250,000  shares  having  an  exercise  price of $2.25 per
share  shall  vest  upon  the  Company  and/or  its subsidiaries having received


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cumulative  aggregate  orders  for  goods  and  services of $50,000,000 from the
Effective  Date;  and

               (vi)     250,000  shares  having  an  exercise price of $2.25 per
share  shall  vest  upon  the Company and/or its subsidiaries obtaining funding,
through  one  or  more  placements  of  either  debt  or equity or a combination
thereof,  in  an  aggregate  amount  of  $4,500,000  during  the  Term.

     4.   Benefits.
          --------

          (a)     General  Fringe  Benefits.  Executive  shall  be  entitled  to
                  -------------------------
participate  in  the  life,  hospitalization,  health,  accident  and disability
insurance  plans,  health  programs,  pension  plans,  and  other  benefit  and
compensation plans generally available to senior executives of Company from time
to  time.   In  addition,  Company, at its sole expense, shall provide Executive
with  life insurance coverage (the beneficiary to be designated by Executive) in
an  amount  not  less  than  twice  the  then  effective  Base  Salary.

          (b)     Reimbursements.    Company  shall  pay  or reimburse Executive
                  --------------
for  all  reasonable  expenses  incurred  by  Executive  during  the Term in the
performance  of  Executive's duties to Company upon presentation by Executive of
expense  statements  or  vouchers and shall provide Executive with a credit card
for  reasonable  business  expenses,  in  accordance  with  Company  practices.

          (c)     Intentionally  Omitted.
                  ----------------------

          (d)      Vacation.   Executive  shall  be  entitled  to  three  weeks
                   --------
paid vacation each year during the Term, as well as paid holidays, in accordance
with  the  applicable  policies  of  Company.

          (e)     Relocation  Expense.  Company shall pay or reimburse Executive
                  -------------------
for  all  reasonable  relocation  expenses  to  the  Greater  Boston  area.

          (f)     Equipment;  Cellular  Telephone.  Company  shall  reimburse
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Executive  for the cost to purchase from Executive's prior employer the computer
equipment  Executive  is  presently  using  and  shall  provide Executive with a
cellular  telephone.

          (g)     Immigration.  Company  shall assist with all matters necessary
                  -----------
and  pay  or  reimburse Executive for any and all reasonable expenses, including
reasonable  attorneys  fees, relating to Executive's application for immigration
status  with  the  United  States  Immigration  and  Naturalization  Service.

     5.   Termination  of  Employment.
          ---------------------------

          (a)     Death.  Executive's employment shall terminate upon his death,
                  -----
and  in  such event, the estate or other legal representative of Executive shall
be  entitled  to  receive all compensation, Discretionary Bonus, and any Options
which  have  been  granted  to  the  Executive  (the vesting date of which shall
accelerate  as of the date of death) and benefits that are accrued and unpaid as
of  the  date  of  death.

          (b)     Termination  by  Company.   Executive's  employment  may  be
                  ------------------------
terminated  at  the  option of Company by notice to Executive (i) as a result of


<PAGE>
Executive's  disability  as  provided  in  section  5(b)(i)  hereof, or (ii) for
"cause"  as  defined  and  provided  in  section  5(b)(ii)  hereof.

               (i)     Disability.  As  used  in  this  Agreement,  the  term
                       ----------
"Disability"  shall  mean a physical or mental disability or incapacity, whether
total  or  partial,  of  Executive  that,  in  the  good  faith determination of
Company's Board or based upon reasonably competent medical advice, has prevented
him  from  performing substantially all of his duties under this Agreement for a
period  of  120 days during any twelve month period.  If Company shall terminate
Executive's  employment  pursuant  to  this  section 5(b)(i), Executive shall be
entitled  to  continue  to receive forty percent (40%) his Base Salary (it being
understood  by  the  parties  that  the  Company's  disability insurance benefit
provides  for payment of 60% of the Executive's Base Salary for the remainder of
his  life)  for  a  period of one (1) year from the date of termination (but not
exceeding  the  balance  of  the  Term),  as  well  as  (A)  all  compensation,
Discretionary  Bonus  and benefits that are accrued and unpaid as of the date of
disability;  and  (B)  any  Options  which  have  been granted to Executive, the
vesting  date  of  which  shall  accelerate  as  of  the  date  of  termination.

               (ii)     Discharge  for  "Cause".  If  Executive (A) neglects his
                        -----------------------
duties hereunder in a material manner and such neglect shall not be discontinued
within  five (5) business days after written notice to Executive thereof; (B) is
convicted  of  a  felony  or  other  crime  involving  fraud, moral turpitude or
material  loss  to  Company; (C) materially breaches his affirmative or negative
covenants or undertakings hereunder and such breach shall not be remedied within
five  (5) business days after written notice to Executive thereof; or (D) in bad
faith, commits any act or omits to take any action, to the material detriment of
Company; then Company may at any time by notice terminate Executive's employment
hereunder  for  "cause";  and  Executive  shall  have  no  right  to receive any
compensation  or  benefit from Company hereunder on and after the effective date
of  such  notice,  except for (x) compensation, Discretionary Bonus and benefits
that  are  accrued  and unpaid as of the date of termination and (y) any Options
which  have  vested  as  of  the  date  of  termination.

          (c)     Termination  by  Executive  for "Good Reason or termination by
                  --------------------------------------------------------------
Company without Cause".  In the event of: (i) a reduction in the nature or scope
----------------------
of  Executive's  titles,  authorities,  powers,  duties,  or  responsibilities
hereunder; (ii) a sale of all or substantially all of the ownership interests or
assets  of  Company,  (iii)  a merger or consolidation of Company with any other
corporation  or entity in which the shareholders of Company own less than 51% of
the  stock  of  the  controlling  or  surviving  entity following such merger or
consolidation;  (iv)  a "change-in-control" of Company, defined as any person or
entity becoming a "beneficial owner" (as defined in Rule 13d-3 of the Securities
Exchange  Act  of  1934, as amended from time to time) directly or indirectly of
securities  of  Company representing 50% or more of the combined voting power of
Company's  then  outstanding securities; or (vii) Company's materially breaching
its  affirmative or negative covenants or undertakings hereunder and such breach
shall  not  be remedied within fifteen (15) days after notice to Company thereof
(which  notice  shall  be  signed by Executive and refer to a specific breach of
this  Agreement); then Executive may at any time by notice terminate Executive's
employment  hereunder for "good reason".  In the event of such termination or in


<PAGE>
the  event Company shall terminate the Executive's employment without cause, the
Company  shall  pay  to  Executive  (A)  his  Base  Salary  through  the date of
termination, (B) Discretionary Bonus and benefits that are accrued and unpaid as
of  the  date  of  termination;  (C) the additional amounts described in Section
5(e)(iii)  hereof; and (D) any Options which have been granted to the Executive,
the  vesting  date  of  which  shall  accelerate  as of the date of termination.

          (d)     Expiration  of  Term.  Upon  the  expiration  of the Term, and
                  --------------------
provided  that  (i)  neither  Executive  nor  Company  shall  have  terminated
Executive's  employment  hereunder  prior  thereto,  (ii)  Executive  shall have
observed and performed all of his material duties and obligations hereunder, and
shall  not  have  been  in  default  of  any  of  his  agreements,  covenants or
representations  hereunder,  in  both  instances  throughout the Term, and (iii)
Executive's  employment  with  Company  shall  not thereafter be continued, then
Company shall pay to Executive the amounts described in Section 5(e)(i) and (ii)
hereof.


<PAGE>
          (e)     Termination  Benefits.
                  ---------------------

               (i)     Upon  the  expiration  of  the Term or the termination of
Executive's  employment  for  any  reason  hereunder, the rights and benefits of
Executive  under  Company's  employee  benefit  plans  and  programs  shall  be
determined  in  accordance  with  the  provisions  of  such  plans and programs.

               (ii)     Upon  the  expiration  of the Term, Company shall pay to
Executive,  in  addition  to  any  and all amounts which may otherwise be due to
Executive hereunder, either, at the option of the Executive, (A) an amount equal
to  one  (1) times Executive's then annual Base Salary, payable in equal monthly
installments, on the first of each month, for a period of twelve (12) months, or
(B)  such  number of shares of Common Stock of the Company equal to the quotient
of  (x)  Executive's  then annual Base Salary divided by (y) the average closing
price  of  the Company's Common Stock for the three (3) consecutive trading days
immediately preceding such expiration date.  Shares issued to Executive pursuant
to  this  Section  5(e)(ii)  shall  be  delivered  within  five  (5) days of the
expiration  date  of  the  Term.  No  fractional shares of Common Stock shall be
issued  under  this  Section  5(e)(ii);  instead  the  Company  shall round such
fraction  of  a  share  of  Common Stock up or down to the nearest whole number.

               (iii)     Upon  the  termination of Executive's employment during
the  Term  by Company other than for Executive's death, "cause" or "disability",
or  upon  the  termination  of  Executive's  employment  by Executive with "good
reason",  Company  shall  pay  to  Executive, in addition to any and all amounts
which  may otherwise be due to Executive hereunder, either, at the option of the
Executive,  (A) an amount equal to one and one half (1.5) times Executive's then
annual  Base Salary, or (B) such number of shares of Common Stock of the Company
equal  to  the  quotient  of  (x)  one and one half (1.5) times Executive's then
annual  Base  Salary  divided  by (y) the average closing price of the Company's
Common  Stock  for  the three (3) consecutive trading days immediately preceding
such  termination  date;  provided, in the event the aggregate amount of current
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assets of the Company and its subsidiaries as of the date of termination is less
than  $1,000,000,  Company  shall  pay  to Executive, in addition to any and all
amounts which may otherwise be due to Executive hereunder, either, at the option
of  the Company, (A) an amount equal to one and one half (1.5) times Executive's
then  annual  Base  Salary,  or (B) (a) an amount equal to three quarters (0.75)
times  Executive's  then  annual  Base  Salary  and (b) such number of shares of
Common  Stock  of the Company equal to the quotient of (x) three quarters (0.75)


<PAGE>
times  Executive's  then  annual  Base Salary divided by (y) the average closing
price  of  the Company's Common Stock for the three (3) consecutive trading days
immediately  preceding  such  termination  date.  Any cash payments to Executive
under  this  Section  5(e)(iii)  shall  be  made  within ninety (90) days of the
termination date.  Shares issued to Executive pursuant to this Section 5(e)(iii)
shall  be delivered within five (5) days of the termination date.  No fractional
shares of Common Stock shall be issued under this Section 5(e)(iii); instead the
Company  shall  round such fraction of a share of Common Stock up or down to the
nearest  whole  number.

     6.   Prohibited  Activities.
          ----------------------

          (a)     Non-Compete  Period.  For  the purposes of this Agreement, the
                  -------------------
term  "Non-Compete Period" shall mean the Term, and if Executive's employment is
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terminated  by  Company  for  "cause", by Executive without "good reason", or so
long  as  Company  pays Executive the termination benefit specified in paragraph
5(e)(ii)  above,  an additional period of six (6) months from and after the date
of  termination.

          (b)     Non-competition.  During  the  Non-Compete  Period,  Executive
                  ---------------
shall not directly or indirectly compete with, be engaged in the business of, be
employed  by, act as a consultant to, or be a director, officer, employee, owner
or  partner of, any person or entity which is engaged in the primary business of
the  Company  at  such time and in the territories served by the Company in such
business  during  the  Non-Compete  Period, provided, however, the Executive may
                                            --------  -------
acquire  or otherwise be the holder of up to 4.99% of any class of securities of
any  such  enterprise.

          (c)     Solicitation  of  Employees.  During  the  Non-Compete Period,
                  ---------------------------
Executive shall not directly or indirectly employ, or solicit to leave Company's
employ, or solicit to join the employ of another person or entity (including any
such person or entity owned or controlled, directly or indirectly, by Executive)
any  employee  of Company or any person who has been such an employee during the
twelve  months  preceding  Executive's  date  of  termination.

          (d)     Confidential  Information.  During and at all times subsequent
                  -------------------------
to  the  Term,  Executive shall keep secret and shall not exploit or disclose or
make  accessible  to any person or entity, except in furtherance of the business
of  Company,  and  except  as  may  be  required  by  law  or legal process, any
confidential  business information of any type that was acquired or developed by
either  Company or any of its subsidiaries or affiliates, or Executive, prior to
or  during  the Term.  In addition, the term "confidential business information"
shall not include information which (i) is or becomes generally available to the
public  other  than  as  a  result  of  a  disclosure  by Executive; or (ii) was
available  to  Executive  prior  to any employment by Company as a result of his
general  business  experience.

          (e)     Divisibility.  The  provisions  contained in this Section 6 as
                  ------------
to the time period and scope of activities restricted shall be deemed divisible,
so  that  if any provision contained in this section is determined to be invalid
or  unenforceable, that provision shall be deemed modified so as to be valid and
enforceable  to  the  full  extent  lawfully  permitted.

          (f)     Relief.  Executive  acknowledges  that  the provisions of this
                  ------
section  are  reasonable  and  necessary  for the protection of Company and that


<PAGE>
Company  will  be  irreparably  damaged  if  such covenants are not specifically
enforced.  Accordingly, it is agreed that Company will be entitled to injunctive
relief  for  the  purpose of restraining Executive from violating such covenants
(and  no  bond  or other security shall be required in connection therewith), in
addition  to  any  other  relief  to  which  Company  may  be  entitled.

     7.     Work  for  Hire.
            ---------------

          Any  and  all  formulations,  devices,  materials, technology or other
inventions  (collectively  "Inventions") made, developed or created by Executive
                            ----------
(whether  at the request or suggestion of Company or otherwise, whether alone or
in  conjunction  with  others,  and  whether  during  regular  hours  of work or
otherwise) during the Term, will be promptly and fully disclosed by Executive to
Company  and  shall  be  Company's  exclusive  property. Executive will promptly
deliver  to  Company  all  papers,  drawings,  models,  data  and other material
relating  to  any  Invention  made,  developed  or  created by him as aforesaid.
Executive  acknowledges  that  any  Inventions  developed,  made,  or created by
Executive  during  the  Term  shall  be deemed "Works for Hire" and that Company
shall  have  the  exclusive right to copyright, patent or otherwise protect such
Inventions.

          Executive  agrees  to  assign  to  Company  its  successors,  legal
representatives  and  assigns all rights, including patent rights, in and to any
such  Inventions and further agrees to cooperate with Company if Company pursues
patent  protection  for  such  Inventions. Specifically, and without limitation,
Executive  agrees  to  communicate  to  Company  any  facts  known  to Executive
respecting said Invention, to sign all lawful papers, to execute all divisional,
continuing  and  reissue applications, to make all declarations and to generally
do  everything possible to assist Company to obtain and to enforce patent rights
for  said  Invention  in  the  United  States  and  abroad.

     8.   Registration  Statement.
          -----------------------

          (a)     Demand  Registration.  Upon  receipt of a written request from
                  --------------------
Executive,  Company shall prepare, as soon as practicable, but in no event later
than  ninety  (90) days of receipt of such request, file with the Securities and
Exchange  Commission  (the  "SEC")  a  registration  statement  ("Registration
                             ---                                  ------------
Statement")  under  the  Securities Act of 1933, as amended (the "1933 Act"), on
---------                                                         --------
Form  S-3  covering all of the shares of Common Stock of the Company issuable to
the  Executive  pursuant to Section 3(e), Section 5(e)(ii) and Section 5(e)(iii)
above (the "Registrable Securities").  In the event that Form S-3 is unavailable
            -----------------------
for  such  a registration, the Company shall use such other form as is available
for  such  a registration.  The Company shall use its best efforts to cause such
Registration  Statement  to  be  declared  effective  as  soon  as  practicable.

          (b)     Related  Obligations.  Company  shall  keep  the  Registration
                  --------------------
Statement  effective  pursuant to Rule 415 at all times until the earlier of (i)
the  date  as of which Executive or his assignee may sell all of the Registrable
Securities  covered  by such Registration Statement without restriction pursuant
to  Rule  144, Rule 145 or any other available exemption, each promulgated under
the 1933 Act (or successor thereto) or any other available exemption or (ii) the
date  on  which  Executive  or  his assignee shall have sold all the Registrable
Securities  covered  by such Registration Statement (the "Registration Period"),
                                                          -------------------
which  Registration  Statement  (including any amendments or supplements thereto


<PAGE>
and  prospectuses  contained  therein),  to  the knowledge of Company, shall not
contain any untrue statement of a material fact or omit to state a material fact
required  to  be stated therein, or necessary to make the statements therein, in
light  of  the  circumstances  in  which  they  were  made,  not  misleading.

          Company  also  shall  prepare  and  file  with the SEC such amendments
(including  post-effective  amendments)  and  supplements  to  a  Registration
Statement  and  the  prospectus  used  in  connection  with  such  Registration
Statement,  which  prospectus  is  to  be filed pursuant to Rule 424 promulgated
under  the  1933  Act,  as  may be necessary to keep such Registration Statement
effective  at all times during the Registration Period, and, during such period,
comply  with  the  provisions of the 1933 Act with respect to the disposition of
all  Registrable  Securities  of  Company covered by such Registration Statement
until  such  time as all of such Registrable Securities shall have been disposed
of  in  accordance  with  the  intended  methods of disposition by the seller or
sellers  thereof  as  set  forth in such Registration Statement.  In the case of
amendments  and supplements to a Registration Statement which are required to be
filed  pursuant  to  this Agreement by reason of Company filing a report on Form
10-K,  Form  10-Q  or  Form  8-K  or  any  analogous report under the Securities
Exchange  Act  of  1934,  as  amended  (the  "1934  Act"),  Company  shall  have
                                              ----------
incorporated  such  report  by  reference  into  the  Registration Statement, if
applicable,  or  shall  file  such amendments or supplements with the SEC on the
same day on which the 1934 Act report is filed which created the requirement for
the  Company  to  amend  or  supplement  the  Registration  Statement.

          (c)     Expenses.  All  reasonable  expenses,  other than underwriting
                  --------
discounts,  commissions  and  transfer  taxes  incurred  in  connection  with
registrations,  filings or qualifications pursuant to this Section 8, including,
without  limitation, all registration, listing and qualifications fees, printers
and  accounting  fees  shall  be  paid  by  Company.

     9.   Indemnification.
          ---------------

          (a)     Company  agrees  that  if  Executive  is  made  a party, or is
threatened to be made a party, to any action, suit or proceeding, whether civil,
criminal,  administrative  or  investigative  (a "Proceeding"), by reason of the
                                                  ----------
fact  that  he is or was a director, officer or employee of the Company or is or
was  serving  at the request of Company as a director, officer, member, employee
or  agent  of  another  corporation, limited liability corporation, partnership,
joint  venture,  trust  or other enterprises, including services with respect to
employee benefit  plans, the Executive shall be indemnified and held harmless by
Company  to  the  fullest  extent  legally  permitted or authorized by Company's
certificate of incorporation or bylaws or resolutions of the Company's Board or,
if  greater,  by  the  laws of the State of Delaware, against all cost, expense,
liability  and loss (including, without limitation, attorney's fees, judgements,
fines,  ERISA excise taxes or other liabilities or penalties and amounts paid or
to  be  paid  in  settlement)  reasonably  incurred  or suffered by Executive in
connection  therewith,  and  not otherwise received by him from another sources,
such  as insurance, and such indemnification shall continue as to Executive even
if he has ceased to be a director, member, employee or agent of Company or other
entity  and  shall  inure  to  the  benefit  of  Executive's  heirs  and  legal
representatives.  Company  shall  advance  to  Executive  all costs and expenses
incurred  by  him  in connection with a Proceeding within 20 calendar days after
receipt  by  the  Company  of  a written request for such advance.  Such request


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shall include an undertaking by Executive to repay the amount of such advance if
it  shall  ultimately  be  determined  that he is not entitled to be indemnified
against such costs and expenses; provided that the amount of such obligations to
repay shall be limited to the after-tax amount of any such advance except to the
extent Executive is able to offset such taxes incurred on the advance by the tax
benefit,  if  any,  attributable  to  a  deduction  for  the  repayment.

          (b)     Neither  the  failure  of  Company  (including  its  Board,
independent legal counsel or stockholders) to have made a determination prior to
the  commencement  of  any  Proceeding  concerning payment of amounts claimed by
Executive  under  Section  9(a)  above  that indemnification of the Executive is
proper  because  he  has  met  the  applicable  standard  of  conduct,  nor  a
determination  by  Company  (including  its  Board, independent legal counsel or
stockholders)  that  Executive  has not met such applicable standard of conduct,
shall create a presumption that Executive has not met the applicable standard of
conduct.

          (c)     Company  agrees  to  continue  and  maintain  a directors' and
officers'  liability  insurance  policy  covering  the  Executive with terms and
conditions  no  less favorable than the most favorable coverage then applying to
any other present or former director or officer of Company, both during the Term
and  for  six  years  thereafter.

     10.  Miscellaneous.
          -------------

          (a)     Survival.  The  covenants  and  agreements  set  forth in this
                  --------
Agreement  shall  survive Executive's termination of employment, irrespective of
any  investigation  made  by  or  on  behalf  of  any  party.

          (b)     Headings.  The  section  headings  of  this  Agreement are for
                  --------
reference  purposes  only  and  are to be given no effect in the construction or
interpretation  of  this  Agreement.

          (c)     Assignment.  This  Agreement  shall  not  be  assignable  by
                  ----------
Executive  without  the  prior  written  consent  of Company; provided, however,
                                                              --------  -------
Executive  may  assign the registration rights under Section 8 to any transferee
of  any Options or Registrable Securities, and shall inure to the benefit of and
be  binding  upon  Executive  and  his  legal  representatives.

          (4)     Territory.  Executive  shall  not be required to relocate or
                  ---------
render services hereunder in any geographic area beyond a radius of thirty-five
(35) miles from Woburn, Massachusetts; provided, however, that Executive may be
                                       --------  -------
required  to  travel  for  business  purposes  from  time  to  time,  subject to
Executive's  reasonable  approval.

          (e)     Governing  Law.  This  Agreement  shall  be  governed  by  and
                  --------------
construed  in  accordance  with  the  law  of  the Commonwealth of Massachusetts
applicable  to agreements made and to be performed in that Commonwealth, without
reference  to  its  principles  of  conflicts  of  law.

          (f)     Notices.  All  notices,  requests,  demands  and  other
                  -------
communications (collectively, "Notices") that are required or may be given under
                               --------
this  Agreement,  shall  be  in writing, signed by the party or the attorney for
that party.  All Notices shall, except as otherwise specifically provided herein
to  the  contrary,  be  deemed  to  have  been  duly  given or made: if by hand,


<PAGE>
immediately  upon delivery; if by telecopier or similar device, immediately upon
sending, provided notice is sent on a business day during the hours of 9:00 a.m.
and  6:00  p.m.  E.S.T.,  but if not, then immediately upon the beginning of the
first  business day after being sent; if by Federal Express, Express Mail or any
other  overnight  delivery  service, one day after being placed in the exclusive
custody  and  control  of  said courier; and if mailed by certified mail, return
receipt  requested, five (5) business days after mailing.  All notices are to be
given  or  made  to  the  parties  at  the following addresses (or to such other
address  as  either  party  may  designate  by  notice  in  accordance  with the
provisions  of  this  section):

          If  to  Company  at:

               International  Wireless,  Inc.
               120  Presidential  Way,  Suite  310
               Woburn,  MA  01810
               Telephone:  (781)  939-7252
               Facsimile:  (781)  939-7253

          If  to  Executive  at:

               Graham  Paxton
               5501  North  Military  Trail
               Apt  114
               Boca  Raton,  FL  33496

          (g)     Enforceability.  If any provision of this Agreement is invalid
                  --------------
or  unenforceable,  the balance of this Agreement shall remain in effect, and if
any  provision  is  inapplicable  to  any  person  or  circumstance,  it  shall
nevertheless  remain  applicable  to  all  other  persons  and  circumstances.

          (h)     Waiver.  The failure of a party to this Agreement to insist on
                  ------
any  occasion  upon  strict adherence to any term of this Agreement shall not be
considered  to  be  a  waiver  or  deprive that party of the right thereafter to
insist  upon  strict adherence to that term or any other term of this Agreement.
Any  waiver  must  be  in  writing.

          (i)     Complete  Agreement.  This  Agreement  supersedes any prior or
                  -------------------
contemporaneous  agreements  between  the  parties  with  respect to its subject
matter,  is  intended  as a complete and exclusive statement of the terms of the
agreement  between the parties with respect to its subject matter, and cannot be
changed  or  terminated  orally.


<PAGE>
          IN  WITNESS  WHEREOF,  the  parties  have  executed  this  Employment
Agreement  as of  the  date  first  above  written.


                                          INTERNATIONAL  WIRELESS,  INC.


                                          By: /s/ Michael Dewar
                                              ----------------------------------
                                          Its: COO
                                              ----------------------------------



                                          /s/  Graham Paxton
                                          --------------------------------------
                                          Graham  Paxton
                                          Executive


<PAGE>