CONSULTING AGREEMENT

Exhibit 10.1

CONSULTING AGREEMENT

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THIS CONSULTING AGREEMENT (the "Agreement") is entered into on March 1, 2005, by

and between CALYPSO WIRELESS, INC., a Delaware corporation ("Calypso" or

"Company"), and SERENGETTI L.P. ("Consultant").

RECITALS

A. Calypso is in the process of developing a new business (the "Business")

consisting of the licensing of certain proprietary technology and the

manufacture and sale of certain wireless communications devices, and desires to

retain the services of Consultant to assist Calypso in the development of the

Company's Field Trials Kit documents.

B. Consultant represents to Calypso that has the expertise and experience

to render the consulting services related to the Business of Calypso.

AGREEMENT

Therefore, in consideration of the mutual promises, covenants and conditions set

forth herein, and for other good and valuable consideration, the receipt and

sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Consulting Services. During the term of this Agreement, Consultant shall

provide Company with the following consulting services (the "Services"):

(a) Assist Company in connection with the preparation of Company's Field

Trials Kits and

(b) Provide such other related services as may be requested by Company,

from time to time.

Consultant shall not negotiate or enter into any contract, agreement or

understanding with any third parties on behalf of Company. Consultant shall not

be required to perform a minimum number of hours of services under this

Agreement, yet Consultant shall provide his good faith best efforts to provide

the requisite time and effort to help Company achieve with (a) and (b). Calypso

recognizes and agrees that Consultant is engaged in several business activities

independent of the Services and that, as a result of such other activities, the

Services may be provided on an "as available" basis.

2. Consulting Fee and Expenses.

2.1 In consideration of the Services to be rendered by Consultant, and in

lieu of any cash compensation, Calypso shall remunerate Consultant by granting

Consultant twenty five thousand (25,000) free trading S-8 shares of common stock

$0.01 par value per share (the "Common Stock"). And US$ 1,500.00 (one thousand

five hundred) payable upon ten five days after the signature of this agreement

for printing cost and research cost associated.

3. Securities Representations. Consultant hereby represents that:

3.1 Consultant is an "Accredited Investor," as such term is defined under

Rule 501 of Regulation D of the Securities Act of 1933, as amended;

3.2 Consultant has discussed with Company's management the business plans

for the Company;

3.3 Consultant has had the opportunity to question the principals of

Company as to all matters which he deems material and relevant to his decision,

if applicable, to purchase the Company's Common Stock, and has had the

opportunity to obtain any and all additional information necessary to verify the

accuracy of the information received or any other supplemental information which

he deems relevant to make an informed investment decision; and

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3.4 Consultant understands the risks of an investment in the Company's

Common Stock, and has consulted with an attorney and/or accountant to the extent

he deemed it necessary in reviewing his acquisition of the Company's Common

Stock.

3.5 Consultant understands that the Company's Common Stock have not been

registered under the Securities Act of 1933, as amended, and that there are

substantial restrictions on their transferability.

4. Term. The initial term of this Agreement (the "Initial Term") shall commence

(the "Commencement Date") on the date hereof and shall terminate on May 31, 2005

after the Commencement Date, subject to the provisions of Paragraph 9 hereof.

The Initial Term may be extended for additional periods of equal duration (each

a "Renewal Term") pursuant to a writing signed by the parties hereto.

5. Certain Restrictive Covenants: Confidentiality; Noncompetition; Non

Solicitation.

5.1. Confidentiality. Consultant recognizes, acknowledges and agrees with

Company that he will not at any time, except in performance of his obligations

to Company hereunder or with the prior written consent of Company, directly or

indirectly, reveal to any person, entity or other organization (other than

Company, or its employees, officers, directors, shareholders or agents) or use

for his own benefit any information deemed to be confidential by Company or any

of its subsidiaries or affiliates (such subsidiaries and affiliates,

collectively "Affiliates") ("Proprietary Information") relating to the assets,

liabilities, employees, goodwill, business or affairs of Company or any of its

Affiliates including, without limitation, any information concerning past,

present or prospective customers, technology, commercial and strategic

relationships, marketing data, or other Proprietary Information used by, or

useful to, Company or any of its Affiliates and known (whether or not known with

the knowledge and permission of Company or any of its Affiliates and whether or

not at any time prior to the date of this Agreement developed, devised, or

otherwise created in whole or in part by the efforts of Consultant) to

Consultant by reason of performance of the Services, shareholdings in or other

association with Company or any of its Affiliates. Consultant further agrees

that he will retain all copies and extracts of any written Proprietary

Information acquired or developed by his during any such service, shareholding

or association in trust for the sole benefit of Company, its Affiliates and

their successors and assigns. Consultant further agrees that he will not,

without the prior written consent of Company, remove or take from Company's or

any of its Affiliate's premises (or if previously removed or taken, he will, at

Company's request, promptly return) any written Proprietary Information or any

copies or extracts thereof. Upon the request and at the expense of Company,

Consultant shall promptly make all disclosures, execute all instruments and

papers and perform all acts reasonably necessary to vest and confirm in Company

and its Affiliates, fully and completely, all rights created or contemplated by

this Section 5.1. The term "Proprietary Information" shall not include

information that is or becomes generally available to the public other than as a

result of a disclosure by, or at the direction of, Consultant.

5.2. Covenant Not to Compete; Nonsolicitation. (a) Consultant recognizes,

acknowledges and agrees with Company that, for so long as Consultant renders the

Services to Company and continuing for a period (the "Restricted Period") equal

to the greater of (i) one year following the termination of this Agreement for

any reason and (ii) the remainder of the Initial Term and any Renewal Term, as

the case may be, he will not, without the prior written consent of Company,

directly or indirectly, and whether as principal or investor or as an employee,

officer, director, manager, partner, consultant, agent or otherwise, alone or in

association with any other person, firm, company, corporation or other business

organization, carry on a Competing Business (as hereinafter defined) in any

country in which Company or any of its Affiliates has engaged, presently

engages, or will engage during such period, in a Competing Business (including,

without limitation, any area in which any customer of Company or any of its

Affiliates may be located).

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(b) As a separate and independent covenant, Consultant agrees with

Company that, for so long as Consultant renders the Services to Company and

continuing for the Restricted Period, he will not in any way, directly or

indirectly (except in the course of his performance of the