Exhibit 10.10

                             COMPENSATION AGREEMENT

     This  Compensation  Agreement is dated as of October 1, 2004 among  Calypso
Wireless,  Inc.  a Delaware  Corporation  (the  "Company")  and  Sichenzia  Ross
Friedman Ference LLP ("Consultant").

     WHEREAS,  the  Consultant  has  provided  and will  continue to provide the
Company legal services in connection with its business; and

     WHEREAS, the Company wishes to compensate the Consultant with shares of its
common stock for such services rendered;

     NOW THEREFORE, in consideration of the mutual covenants hereinafter stated,
it is agreed as follows:

1. The Company will issue 50,000 shares of the Company's common stock, $.001 par
value  per  share,  to such  members  or  employees  of the  Consultant,  as the
Consultant shall designate.

2. The above  compensation  shall be  registered  using a Form S-8.  The Company
shall file such Form S-8 with the Securities and Exchange  Commission  within 30
days of the execution of this agreement.

     IN WITNESS WHEREOF,  this  Compensation  Agreement has been executed by the
Parties as of the date first written above.


                                            CALYPSO WIRELESS, INC.


                                            By:  /s/ Ricardo Alvarez
                                                 -------------------
                                            Name:    Ricardo Alvarez



                                            SICHENZIA ROSS FRIEDMAN FERENCE LLP


                                            By:  /s/ Richard Friedman
                                                 ---------------------
                                            Name:    Richard Friedman, Esq.