CALYPSO
      WIRELESS,
      INC.


EXECUTIVE
        EMPLOYMENT
        AGREEMENT
 
 THIS   EXECUTIVE   EMPLOYMENT   AGREEMENT
        ("Agreement"), is entered into on August 21, 2007 and effective as of August
        21,
        2007, by and between CALYPSO
        WIRELESS,INC.,a
        Delaware corporation (“CALYPSO”), and CHERYL L. DOTSON (the
“Executive”).
 
 WHEREAS,
        CALYPSO has
        experienced considerable success in the business of designing, engineering,
        researching and developing wireless technology, cellular telephones and other
        equipment; and
 
 WHEREAS,
        CALYPSO wishes to
        employ Executive in the capacity of CHIEF FINANCIAL OFFICER for a minimum
        period
        of One (1) year; and
 
 WHEREAS,
        the Executive wishes
        to become an employee of CALYPSO as its CHIEF FINANCIAL OFFICER;
        and
 
 WHEREAS,
        the parties believe
        it to be in their mutual interest to set forth in writing the terms and
        con­ditions of Executive’s employment by CALYPSO; and
 
 WHEREAS,
        the Agreement shall
        govern the employment relationship between the parties from and after the
        effective date hereof and it supersedes all previous employment agreements
        between them, except as defined below, either written or oral, heretofore
        made.
 
 NOW,
        THEREFORE, in
        consideration of the foregoing, the parties agree as follows:
  1.  Recitals.  The
        above recitals are true and correct and fully incorporated herein and form
        an
        integral part of this Agreement.
  2. 
Intent
        and Scope of
        Agreement. The purpose of this agreement is for Calypso to execute
        an employment agreement that allows it to procure the services of the Executive
        as its Chief Financial Officer. This agreement does not supersedes the previous
        Executive Employment Agreement with respect to amount owned and previous
        stock
        options or stocks.
  3.        Employment.  CALYPSO
        hereby employs the Executive to serve as its Chief Financial Officer, and
        the
        Executive hereby accepts such employment with CALYPSO upon the terms and
        conditions hereinafter set forth.  The duties, responsibilities and
        requisites of Executive shall be at a minimum as set forth in the attached
        job
        description, but shall remain commensurate with such title and shall not
        diminish in quality from that currently experienced by Executive.
  
 4.        Term.  The
        term (which, for purposes of the Agreement, shall include any extensions)
        of the
        Agreement shall commence as of the date of the signing of this Agreement,
        and,
        except as otherwise provided in Section 12 hereof, shall terminate one year
        from
        such commencement date (the “Initial Term”), and shall include all additional
        periods, as extended.  At the expiration date, and each year
        thereafter, this Agreement shall be renewed upon mutual consent and agreed
        upon
        terms, of CALYPSO and Executive for an additional period to be negotiated
        by the
        parties.
  5.        Compensation.
  A.           Base
        Compensation.  For all services rendered during the term
        of this Agreement by the Executive to CALYPSO, the Executive shall receive
        base
        compensation of $ 140,000.00 per annum (One Hundred Forty Thousand US Dollars)
        (the “Base Compensation”).  Commencing on August 21, 2007. CALYPSO
        shall pay Executive the Base Compensation in twenty-four (24) equal Semi-Monthly
        payments commencing on the commencement date as provided in section 4 hereof,
        and paid every 15th
        and every 30th
        of the month
        (except the month of February which shall be paid on the 28th).
  B.           Bonus
        Payment.
        Executive shall receive an additional compensation of 200,000 (Two Hundred
        Thousand) S-8 Free Trading shares of CALYPSO as a signing bonus upon signature
        of this employment agreement. The stocks certificate will be delivered to
        the
        Executive after Calypso filed the S-8 or as soon therefore as practical and
        the
        transfer agent issue the stock certificate.
  C.           Bonus
        Payment.
        Executive shall receive an additional compensation of $ 10,000.00 (Ten Thousand)
        as a signing bonus upon signature of this employment agreement.
 D.           Additional
        Compensation to
        Executive.  In addition to the compensation stated
        above, Executive shall receive 250,000 (Two Hundred Fifty Thousand) stock
        options at a price of .18 cents (Eighteen cents) per share of CALYPSO per
        year
        for the duration of this Employment Agreement and providing that she is not
        terminated pursuant to the provisions of paragraph 14 (B), and will be fully
        vested if there is a change in control pursuant to paragraph 15.
  E.           Board
        of Directors
        Compensation.   If
        during
        the term of this Agreement the Executive participates as a member of the
        Board
        of Directors, in addition to the compensation stated above, Executive shall
        receive a compensation for serving as a member of the Board of Directors
        of
        Calypso Wireless, Inc. in the amount determined by the Board of Directors
        of
        CALYPSO in its absolute and sole discretion for all members of the Board.
        Said
        Board of Directors Compensation shall be in addition to the base compensation
        and all other forms of compensation described herein in 5(A)-(D).
  
  6.       
             Duties
        and
        Restrictions.
  6.1           Position.  During
        the term of this Agreement, the Executive shall serve as Chief Financial
        Officer
        of CALYPSO and shall devote time, attention, energy and skills to the faithful
        and diligent performance of his duties, including, without limitation,
        participating in the prosecution or defense of any litigation on behalf of
        CALYPSO, which may include traveling as reasonably requested by
        CALYPSO.   Except as otherwise agreed between CALYPSO and
        EXECUTIVE from time to time Employee agrees to devote 50% of his business
        time,
        attention, skill, and efforts to the performance of his duties and
        responsibilities on behalf of CALYPSO which shall be assigned to him from
        time
        to time by the CALYPSO, if pay is current.  The CFO shall work on site
        at Calypso’s offices at least five days per month with expenses paid by CALYPSO
        and devote at least twenty hours per week to Calypso and shall be responsible
        for performing all of the functions expected of a CFO of a publicly traded
        company.  Nothing in this Agreement shall preclude Executive from
        devoting reasonable periods required for:
 
 (a)
              serving
                  as a director or member of a committee of any organization or corporation
                  involving no conflict of interest with the interests of
                  Calypso;
 
 (b)
              serving
                  as a consultant or an academic faculty in his area of expertise
                  (in areas
                  other than in connection with the business of Calypso), to government,
                  industrial, and academic panels where it does not conflict with
                  the
                  interests of Calypso; and
 
 (c)
              managing
                  his personal investments or engaging in any other noncompeting
                  business;
 
 provided
        that such activities do not materially interfere with the regular performance
        of
        his duties and responsibilities under this Agreement.  “The Business
        of Calypso” for purposes of this paragraph and this Agreement shall mean work in
        the area of telecommunications.
 
 6.2           Non-Disclosure.  Executive
        agrees that he will not disclose, now or at anytime in the future, any
        information which is treated by Calypso as confidential, including, but not
        limited to, information relating to the business of Calypso, any of Calypso's
        products, customers, affairs, trade secrets, developments, methods of
        distribution and any other information relating to Calypso which Calypso
        shall
        deem proprietary, to any person, firm, company, corporation, association,
        or any
        other entity provided that disclosure of confidential information may be
        made
        (i) to the extent that such information is generally available and known
        in the
        industry, through no action of Executive, or (ii) as required by
        law.
 
 6.3           Return
        of
        Documents. Upon the expiration or termination of this Agreement,
        Executive shall not remove from Calypso, without written consent of Calypso,
        any
        manuals, records, drawings, blueprints, data, tables, calculations, letters,
        documents, or any copy or other reproduction thereof, or any other property
        or
        confidential information, of or pertaining to Calypso or any of its
        subsidiaries.  All of the foregoing shall be returned to Calypso on or
        before the date of expiration or termination of employment.
  
  6.4           No
        Actions In Conflict of
        Calypso’s Interest.  Executive recognizes that the
        services to be performed by him pursuant to this Agreement are special, unique
        and extraordinary.  The parties confirm that it is reasonably
        necessary for the protection of Calypso’s goodwill that Executive agree not to
        act in any way that would be detrimental to Calypso and constitute a conflict
        of
        interest.  Therefore, during the term of this Agreement, Executive
        will not, directly or indirectly, except for the benefit of
        Calypso:
  (i)
              solicit,
                    cause or authorize, directly or indirectly, to be solicited for
                    or on
                    behalf of himself or third parties from parties who are or were
                    customers
                    of Calypso (including its present and future subsidiaries and
                    affiliates)
                    at any time during the term of this Agreement, any business similar
                    to the
                    business transacted by Calypso with such customer.  This shall
                    not preclude Executive from soliciting the services of a supplier
                    or
                    customer of Calypso in furtherance of a noncompeting business
                    as allowed
                    under Paragraph 6(a) hereof;
                    or
  (ii)
              accept
                  or cause or authorize, directly or indirectly, to be accepted for
                  or on
                  behalf of himself or third parties, business from any such customers
                  of
                  Calypso (including its present and future subsidiaries and affiliates),
                  except as allowed in the last sentence of Paragraph 6.4 (i) above;
                  or
  (iii)
              solicit,
                  or cause or authorize, directly or indirectly, to be solicited
                  for
                  employment for or on behalf of himself or third parties, any persons
                  who
                  was at any time during the term of this Agreement, employees of
                  Calypso
                  (including its present and future subsidiaries and affiliates);
                  or
 
 (iv)
              employ
                  or cause or authorize, directly or indirectly, to be employed for
                  or on
                  behalf of himself or third parties, any such employees of Calypso
                  (including its present and future subsidiaries and affiliates);
                  or
  (v)
              use
                    the trade names, trademarks, or trade dress of any of the products
                    of
                    Calypso (including its present and future subsidiaries and affiliates);
                    or
                    any substantially similar trade name, trademark or trade dress
                    likely to
                    cause, or having the effect of causing, confusion in the minds
                    of
                    manufacturers, customers, suppliers and retail outlets and the
                    public
                    generally.
  6.5           Assignment
        of
        Inventions.  If at any time during the term of this
        Agreement (either alone or with others) Executive makes, conceives, creates,
        discovers, invents or reduces to practice any invention, modification,
        discovery, design, development, improvement, process, software program, work
        of
        authorship, documentation, formula, data, technique, know-how, trade secret,
        or
        intellectual property right whatsoever or any interest therein (whether or
        not
        patentable or registrable under copyright, trademark or similar statutes
        or
        subject to analogous protection (each, an “Invention”) that (i) relates to the
        Business of Company or any of its Affiliates or any customer of or supplier
        to
        Company or any of its Affiliates or any of the products or services being
        developed, manufactured or sold by Calypso or any of its Affiliates or which
        may
        be used in relation therewith; or (ii) results from tasks assigned to Executive
        by Calypso or any of its Affiliates; or (iii) results from the use of premises
        or personal property (whether tangible or intangible) owned, leased or
        contracted for by Calypso or any of its Affiliates, then all such Inventions
        and
        the benefits thereof are and shall immediately become the sole and absolute
        property of Calypso and its assigns, as works made for hire or
        otherwise.  Executive hereby agrees that he shall promptly disclose to
        Calypso (or any persons designated by it) each such
        Invention.  Executive hereby assigns all rights (including, but not
        limited to, rights to any inventions, patentable subject matter, copyrights
        and
        trademarks) he may have or may acquire in the Inventions and all benefits
        and/or
        rights resulting therefore to Calypso and its assigns without further
        compensation and shall communicate, without cost or delay, and without
        disclosing to others the same, all available information relating thereto
        (with
        all necessary plans and models) to Calypso.  Notwithstanding anything
        contained in this Agreement or in this Paragraph, any Invention that does
        not
        relate to the area of telecommunications shall remain the exclusive property
        of
        Executive and Calypso shall have no claim to such Invention, and under no
        circumstances shall Executive have the duty or obligation to assign all rights
        (including, but not limited to, rights to any inventions, patentable subject
        matter, copyrights and trademarks) he may have or may acquire to such Inventions
        and all benefits and/or rights resulting therefore.
  
  7.           Facilities.  The
        Executive shall be furnished with such facilities and services as are adequate
        and sufficient in the reasonable opinion of the Executive for the
        per­formance of his duties, this shall include without limitation a private
        office, computer equipment, administrative assistant, office furniture and
        similar facilities..
 
 8.           Employee
        Benefits.  CALYPSO agrees to provide the Executive with
        the following benefits:
 
 A.Vacation.  The Executive shall be entitled each year to
        vacation time that totals two (2) weeks, during which time his compensation
        shall be paid in full. All vaca­tion time shall be taken at times and in
        duration convenient to CALYPSO.  The vacation time provided herein
        shall not be cumulative and not carried forward to any subsequent year(s)
        by the
        Executive.
 
 B.Holidays.  Executive shall be entitled to the following
        Holidays:  New Year’s Day, Good Friday, Memorial Day, 4th of July,
        Labor Day, Thanksgiving, the Friday after Thanksgiving, Christmas Eve, Christmas
        Day, and one Floating Holiday.
 
 C.Employee Benefits.  During the Term of this Agreement, CALYPSO
        shall provide the Executive with any other fringe benefits generally available
        to employees of CALYPSO, such as medical – health plan.
 
 9.           Development
        and Other
        Activity Expenses.  CALYPSO recognizes that the
        Executive will have to incur certain out-of-pocket expenses, including, but
        not
        limited to, travel expenses, relating to his services and CALYPSO’s business,
        and CALYPSO agrees to promptly reimburse the Executive for all reasonable
        expenses necessarily incurred by him in the performance of his duties to
        CALYPSO
        upon presentation of a receipt, voucher, copy of credit card statement or
        documentation indicating the amount and business purposes of any such
        expenses.  These expenses include, but are not limited to, travel,
        meals, entertainment, etc.
  
  10.           Sick
        Leave.  The Executive shall be entitled to five (5) days
        sick leave during each calendar year, which amounts shall not be
        cumulative.
 
 11.           Office
        and Support
        Staff.  During the term of this Agreement, Executive
        shall be entitled to an office of a size and with furnishings and other
        appointments, and to secretarial and other assistants, at least equal to
        those
        provided to other management level employees of CALYPSO and as further addressed
        in section 7 herein.
  12.           Termination.
 
 A.Grounds.  Executive can only be terminated for cause pursuant
        to clause 13 A and B, 14 A & B and 15.
 
 B.Notice of Termination. Any termination by CALYPSO shall be communicated
        by Notice of Termination to the Executive and vice versa.  For
        purposes of this Agreement, a “Notice of Termination” means a written notice
        which indicates the date of termination.
 13.           Definitions.  For
        the purposes of this Agreement, the following terms shall have the following
        definitions:
 
 A.           “Disability”
        means a complete physical or mental inability, confirmed by an independent
        licensed physician, to perform substantially all of the services described
        in
        Section 3 hereof that continues for a period of 30 consecutive days during
        any
        six month period.
 
 B.           “Voluntary
        Termination” means the Executive’s voluntary termination of his employment.
        Voluntary refusal to perform services shall not include taking a vacation
        in
        accordance with Section 8.(A.) hereof, or the Executive’s failure to perform
        services on account of his illness or the illness of a member of his immediate
        family, provided such illness is adequately substantiated at the reasonable
        request of CALYPSO, or any other absence from service with written consent
        of
        the Board of Directors.
  14.        Compensation
        Upon
        Termination – Obligations of CALYPSO Upon
        Termination.
  A.           If the
        Executive shall suffer a death or a termination hereunder based upon Executive’s
        Disability, as defined under Section 13, CALYPSO shall pay the Executive
        the
        following:
  
 (i).           the
        Executive’s full Base Compensation including any past due amounts up to the Date
        of Termination at the rate in effect on the Date of Termination;
 
 B.           If the
        Executive shall suffer a Termination based upon any of the following
        circumstances, he shall receive no compensation, separation pay, stock options
        or any employment benefits referenced in this or any other
        agreement:
 
 1.He
        commits a felony, or any misdemeanor criminal offense involving a crime of
        dishonesty, moral turpitude or violence;
 2.He
        abuses alcohol or uses illegal narcotics;
 3.Engages
        in insubordination;
 4.He
        commits gross negligence in the performance of his duties;
 5.He
        breaches his fiduciary obligations as Chief Financial Officer;
 
 C.If the Executive is terminated for any other reason, he shall receive
        (90) days (Ninety Days) pay, plus pro-rated stock options as enumerated
        herein.
 
 15.  Change
        in
        Control.  In the event of a Change in Control, as
        defined below, the Executive or CALYPSO, shall have the option at any time
        within 30 days after the Change in Control occurs to terminate Executive’s
        employment.
  A.           Notice.  Written
        notice that a “Change in Control” has occurred must be delivered by CALYPSO
        within five (5) days after such “Change in Control” occurs.  Proper
        notice to effectuate a termination upon Change in Control shall be the date
        the
        Executive or CALYPSO receive written notice which (i) indicates that this
        Employment Agreement is being terminated on the basis of Change in Control,
        and,
        (ii) sets forth in reasonable detail the facts and circumstances claimed
        to
        provide a basis for such termination.
 
 B.           Definitions
–
Change
        in
        Control.
 
 (i)“Acquiring Person” means that a Person, considered alone or
                  together with all Control Affiliates and Associates of that Person,
                  is or
                  becomes directly or indirectly the beneficial owner of securities
                  representing at least fifty-one (51) percent of CALYPSO’s then outstanding
                  securities entitled to vote generally in the election of the
                  Board.
 
 (ii)“Affiliate” means any “subsidiary” or “parent” corporation (within
                  the meaning of Section 424 of the Code) of
                  CALYPSO.
 
 (iii)“Board” means the Board of Directors of
                  CALYPSO.
 
 (iv)“Control Affiliate” with respect to any Person, means an Affiliate
                  as defined in Rule 12B-2 of the General Rules and Regulations under
                  the
                  Exchange Act, as amended as of January 1,
                  1990.
  
  (v)“Exchange Act” means the Securities Exchange Act of 1934, as
                  amended and as in effect from time to
                  time.
 
 (vi)“Person” means any human being, firm, corporation, partnership, or
                  other entity.  Person also includes any human being, firm,
                  corporation, partnership, or other entity as defined in Section
                  13(d)(3)
                  and 14 (d)(2) of the Exchange Act, as amended as of January 1,
                  1990.  The term Person does not include CALYPSO or any related
                  entity within the meaning of Code Section 1563(a), 414(b) or 414(c),
                  and
                  the term Person does not include any employee-benefit plan maintained
                  by
                  CALYPSO or by any Related Entity, and any Person or entity organized,
                  appointed, or established by CALYPSO or by any subsidiary for or
                  pursuant
                  to the terms of any such employee-benefit plan, unless the Board
                  determines that such an employee-benefit plan, or such Person or
                  entity is
                  a Person
 
 (vii)“Change in Control”.  For purposes of this Agreement, a
                  “Change in Control” shall mean any of the following
                  events:
 
 (a)In the event a Person is or becomes an Acquiring
                  Person;
 
 (b)In the event a Person enters into a agreement that would
                  result in
                  that Person becoming an Acquiring
                  Person;
 
 (c)In the event that CALYPSO enters into any agreement with
                  Person
                  that involves the transfer of at least fifty-one (51) percent of
                  CALYPSO’s
                  total assets on a consolidated basis, as reported in CALYPSO’s
                  consolidated financial statements filed with the Securities and
                  Exchange
                  Commission, or, if CALYPSO is not required to file consolidated
                  financial
                  statements with the Securities and Exchange Commission, similar
                  financial
                  statements;
 
 (d)In the event that CALYPSO enters into an agreement to merge
                  or
                  consolidate CALYPSO or to effect a statutory share exchange with
                  another
                  Person, where the Person and its subsidiaries and affiliates own
                  at least
                  fifty-one (51) percent of the company, if CALYPSO is not intended
                  to be
                  the surviving or resulting entity after the merger, consolidation,
                  or
                  statutory share exchange;
 
 (e)A
                  complete liquidation or dissolution of
                  CALYPSO;
 
 (f)Notwithstanding the foregoing, a Change in Control shall
                  not
                  be deemed to occur solely because any Person acquired Beneficial
                  Ownership
                  as defined in the Exchange Act of more than the permitted amount
                  of the
                  then outstanding securities as a result of the acquisition of securities
                  by CALYPSO which by reducing the number of securities then outstanding,
                  increased the proportional number of shares Beneficially Owned
                  by the
                  subject Person(s) provided that if a Change in Control would occur
                  as a
                  result of the acquisition of securities by CALYPSO, and after such
                  share
                  acquisition by CALYPSO, the Person becomes the Beneficial Owner
                  of any
                  additional securities which increases the percentage of the then
                  outstanding securities Beneficially Owned by the subject Person,
                  then a
                  Change in Control shall occur.
  
  C.           Compensation
        Upon
        Termination Based Upon Change in Control – Payment of Excise
        Taxes.  If a termination occurs upon a Change in Control
        as defined above, and the change control takes place during the first twelve
        months of this agreement hen the Company shall pay the Executive those same
        amounts at the same time as indicated in Section (14). All stock options
        for
        that year will fully vest.
  16.           Notices.  All
        notices required to be given under the Agreement shall be in writing, sent
        certified mail, return receipt requested, postage prepaid, to the following
        addresses:
 
 (A)           If
        to the Executive, then to:      Cheryl L.
        Dotson
 4126
        Harbour Circle
 Missouri
        City, TX 77459
 
 (B)           If
        to CALYPSO, then
        to:            Calypso
        Wireless, Inc.
 2500 NW 79 Ave, Suite 220
 Doral,
        FL.
        33166
  Attention:  President
        & CEO
  17.           Governing
        Law and
        Venue.  The Agreement shall be governed by and construed
        in accordance with the laws of the State of Florida.  Venue for any
        action or suit brought hereunder or in connection herewith, or relating hereto,
        shall lie with the Courts in and for Miami-Dade County, Florida.
  18.           Waiver.  The
        waiver by either party hereto of any breach of any provision of the Agreement
        shall not operate or be construed as a waiver of any subsequent breach by
        either
        party hereto.
  19.           Binding
        Effect and
        Assignment.  The Executive acknowledges that his
        services are unique and personal.  Accordingly, the Executive may not
        assign his rights or delegate his duties or obligations under this
        Agreement.  The Executive’s rights and obligations under this
        Agreement shall inure to the benefit of and shall be binding upon the
        Executive’s heirs, personal representatives and successors and
        assigns.  The Agreement shall be binding upon CALYPSO’s successors
        and/or assigns.
  20.           Attorneys
        Fees.  In
        the
        event either party files any action or suit regarding any of the terms of
        this
        Agreement or in relation to, or involving, Executive’s employment by CALYPSO,
        then the prevailing party shall be entitled to recover upon final judgment
        on
        the merits its or his reasonable attorney's fees and court costs (including,
        without limitation, appellate attorney’s fees and court costs) incurred in
        bringing such action and all costs or expenses, including, without limitation,
        attorney’s fees and court costs, incurred in collecting any judgment
        .
  
  21.           Indemnification
        and Hold
        Harmless Provision. CALYPSO hereby agrees to indemnify Executive,
        his heirs, successors, and assigns and hold Executive harmless from any and
        all
        liabilities, obligations, expenses, fees, and costs (including attorney’s and
        professional fees) of every kind, nature, and description, which now exist
        or
        may exist now or hereafter with respect to Executive’s activities, duties, or
        responsibilities as Chief Financial Officer of CALYPSO, or any subsequent
        position, or in relation to any of CALYPSO’s subsidiaries, affiliates, or
        related entities.  Such indemnification and hold harmless benefits
        shall be payable by CALYPSO whenever incurred by Executive so long as such
        costs
        or expenses relate to or arise from such activities, duties, and
        responsibilities of Executive and shall not be in any way be dependent upon
        Executive’s employment with CALYPSO. Calypso shall be required to purchase
        adequate directors/officers insurance, or other adequate insurance insuring
        Calypso’s obligation as set forth in this Section 21.
  In
        the event Executive is made a party to a lawsuit or is involved in a legal
        proceeding in any manner (including by subpoena or as a witness), which relates
        directly or indirectly to Calypso or the Executive’s performance of his duties
        under this Agreement, in which Executive in his sole discretion believes
        that it
        is in his best interest to retain independent legal and other professional
        counsel. Calypso will pay for such legal counsel.
  22.           Non-Compete
        Clause. For a period of one (1) years after the conclusion of his
        employment with Calypso, the Executive shall not engage in any employment
        or
        work for any company or third party, including consulting engagements, that
        is
        directly involved in competition with Calypso Wireless or any of its
        subsidiaries or successors in interest without written consent from the Company.
        This shall include but not be limited to any business entity involved in
        the
        development, servicing or manufacture of wireless communications of any type,
        including but not limited to cellular telephones. In addition, the Executive
        shall not directly or indirectly solicit any Calypso employees, contractors,
        or
        vendors to gain employment or business affiliation with any business that
        competes directly with Calypso.
  23.           Entire
        Understanding;
        Amendment.  The Agreement contains the entire
        understanding of the parties relating to the employment of the Executive
        by
        CALYPSO and supersedes any and all previous agreements among the
        parties.  It may not be changed orally but only by an agreement in
        writing signed by the party or par­ties against whom enforcement of any
        waiver, change, modifica­tion, extension or discharge is
        sought.
  ****
  
  IN
        WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals
        the
        day and year first above written.
 
 
 
 EXECUTIVE:
 /s/Cheryl
        L. Dotson
 
 
 CALYPSO
        WIRELESS, INC.,
 A
        DELAWARE CORPORATION
 
 /s/
        Julietta Moran
 Name:
        Julietta Moran
 Title:   Director
        - Board Member