8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT: March 14, 2008

COMMISSION FILE NO.: 1-08497

CALYPSO WIRELESS, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE	13-5671924
(STATE OR OTHER JURISDICTION IDENTIFICATION NO.)	(IRS EMPLOYER OF INCORPORATION)

2500 N.W. 79TH AVE., SUITE 220, DORAL, FLORIDA

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

(305) 477-8722

(ISSUER TELEPHONE NUMBER)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[  ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

Purchase and Sale Agreement

On or about March 14, 2008, Calypso Wireless, Inc., a Delaware corporation (the “Company”), and certain shareholders of the Company, represented by an agent (collectively the “Sellers”) entered into a Purchase and Sale Agreement (the “Agreement”) with certain investors, represented by an agent (the “Buyers”).  Pursuant to the Agreement, the Sellers sold  37,500,000 shares of common stock of the Company which they held to the Buyers.  Additionally, the Sellers transferred an aggregate of 10,000,000 shares of common stock to various consultants in connection with the Agreement and the release of the Lawsuits (defined below), including Coastal Bend Capital, LLC (with whom the Company’s new sole officer and Director, Richard Pattin serves as a consultant)(see below under Item 5.02) the “Consultants Shares”) and additional shares of common stock to Drago Daic with whom the Company was involved in a lawsuit as described below.

Pursuant to the Agreement, the Buyers paid $1,687,500 (or $0.045 per share) for the 37,500,000 shares, which were to be sold in three different tranches pursuant to the Agreement, and of which a total of 30,937,311 shares have been sold for $1,392,170 (the “Purchase Price”), and a total of 6,562,689 shares remain to be sold for an aggregate of $295,321, in the near future pursuant to the terms of the Agreement. A portion of the Purchase Price was paid to Drago Daic. Shares and cash were provided to Mr. Daic as part of the consideration for the settlement of Mr. Daic’s lawsuit against the Company and judgment obtained thereto, in the 151st Judicial District of Harris County, Texas (the “Daic Lawsuit”). A condition precedent to the consummation of the transactions contemplated by the Agreement was the settlement of all legal actions and a complete release by Drago Daic et. al. in regards to all claims, any and all judgments, collection efforts and/or legal actions against Mr. Carlos H. Mendoza, but excluding David Davila (another of the defendants), through the Daic Lawsuit, as described in greater detail below.

Additionally, pursuant to the Agreement, the Sellers agreed to use their best efforts to affect the resignation of the then current Board of Directors and officers of the Company and the appointment of a new Board of Directors recommended by the Buyers, which has been affected to date, as described below.  Finally, the Agreement provided that a total of $301,600 of the expenses of the Company which were paid by various parties over the past several months were assumed by the Sellers and the repayment of such expenses are the sole liability of the Sellers.

In connection with the Agreement, the Sellers acknowledged that they are not “affiliates” of the Company, they were not under common control; and that the shares sold were free and clear of any encumbrances.

Settlement of Albosta Lawsuit

An additional prerequisite to the consummation of the transactions contemplated by the Agreement was the entry into a Settlement Agreement and General Release (“Albosta Release”) of the lawsuit by Michael A. Albosta, et. al. against certain former officers, directors and related parties of the Company, which was brought in the 281st Judicial District Court of Harris County, Texas (the “Albosta Lawsuit”).  The Albosta Release was executed by all of the parties thereto in April 2008, and provides that the plaintiffs and the defendants in the lawsuit dismissed each other from any and all claims, actions, causes of action, damages and losses, whatsoever.  In connection with the Albosta Release, the Albosta Lawsuit has been dismissed as of the date of this report.

Settlement with Drago Daic

On or around April 3, 2008, the Company entered into a Settlement Agreement with Drago Daic and various parties controlled by Mr. Daic in connection with the Drago Lawsuit (the “Settlement Agreement”).  Pursuant to the Settlement Agreement, the Company agreed to pay Mr. Daic and his attorney, Jimmy Williamson, PC (collectively “Daic”), an aggregate of $100,000 in cash, which funds the Company borrowed from an investor in April 2008 and have been paid to Daic to date; the Company provided Daic a promissory note in the amount of $900,000 payable on May 3, 2008 (thirty days from the closing of the Settlement Agreement), which note has not been paid to date; a promissory note in the amount of $350,000 payable on June 3, 2008 (sixty days from the closing of the Settlement Agreement), which note has not been paid to date; and a promissory note in the amount of $1,000,000 payable on April 3, 2009 (one year from the closing of the Settlement Agreement), which note has not been paid to date (collectively the “Daic Notes”).  All of the promissory notes bear interest at the prime rate plus 1% (subject to a total minimum interest rate of 8.5%, regardless of the prime rate then in effect) and if an event of default should occur under any of the promissory notes, such note will bear interest at the rate of 18% per annum until paid in full.  The promissory notes can be repaid any time without a prepayment penalty.

Subsequently on or around April 23, 2008, the Company and Mr. Daic entered into a letter agreement (the “Letter Agreement”) whereby the due dates of the Daic Notes were extended by twelve (12) days.  Thus, the $900,000 promissory note is payable on May 15, 2008, the $350,000 promissory note is payable on June 14, 2008 and the $1,000,000 promissory note is payable on April 15, 2009.  Besides the change in the due dates, all other terms and conditions of the Daic Notes were unchanged by the Letter Agreement.

Additionally in connection with the Settlement Agreement, the Company entered into an Assignment Agreement with Respect to Undivided Interest in Patents in favor of Daic (the “Assignment”), and  assigned the “ASNAP Patent” (United States Patent No. US 6,680,923 B1, U.S. Patent Application Serial No. 11/040,482, and PCT Application No. PCT/US01/07528) and “Baxter Patents” (United States Patents No. 6,385,306, No. 6,765,996, No. 6,839,412 and No. 7,031,439) held by the Company (collectively the “Patents”); entered into a Patent Mortgage and Security Agreement, pursuant to which the Company granted Daic a security interest in the Patents and any proceeds received in connection with the Patents to secure the obligations of the Settlement Agreement and payment of the promissory notes; and agreed to issue Daic 12,000,000 shares of the Company’s newly issued common stock, of which 7,000,000 shares were issued shortly after the parties entry into the Settlement Agreement, and an additional 5,000,000 shares will be issued at such time as the Company is able to increase its authorized but unissued shares of common stock (the “Additional Shares”).  Pursuant to the Settlement Agreement, in the event the Additional Shares are not delivered by July 2, 2008 (ninety days from the parties entry into the Settlement Agreement), the Company shall issue an additional 1,000,000 shares to Daic; in the event the Additional Shares are not issued by August 1, 2008 (one hundred and twenty days from the parties entry into the Settlement Agreement), the Company shall issue an additional 250,000 shares to Daic (1,250,000 total); in the event the Additional Shares are not issued by August 31, 2008 (one hundred and fifty days from the parties entry into the Settlement Agreement), the Company shall issue an additional 250,000 shares to Daic (1,500,000 total); in the event the Additional Shares are not issued by September 30, 2008 (one hundred and eighty days from the parties entry into the Settlement Agreement), the Company shall issue an additional 500,000 shares to Daic (2,000,000 total).

Pursuant to the Assignment, the Company assigned a 25% interest in and to the Patents, or any proceeds arising out of or relating to the Patents; provided that if or when Daic has received an aggregate of $20,000,000 pursuant to the Assignment, Daic shall re-convey the rights to the Patents to the Company pursuant to a Patent Proceeds Assignment, pursuant to which the Company will pay Daic five percent (5%) of the proceeds arising out of or relating to the Patents (including any sale of the Patents) without limit (the “Proceeds Assignment”).

In connection with the Settlement Agreement, the Company and Daic agreed to file an Agreed Order Dismissing Case with Prejudice in connection with the Bill of Review Lawsuit and an Agreed Order Dismissing Turnover Relief in the Daic Lawsuit, which the parties anticipate being filed shortly after the filing of this Report.  Following the issuance of the Additional Shares (and any other shares due to Daic as provided above) and the full payment of the promissory notes (the “Remaining Items”), Daic has agreed to execute a Release of the Daic Judgment as to the Company contingent upon certain requirements being met in the future.

Pursuant to the Settlement Agreement the Company agreed to release Drago Daic and various other parties from any and all causes of action which are known in connection with the Daic Lawsuit and Drago Daic agreed to release the Company from any and all causes of action which are known in connection with the Daic Lawsuit, assuming the delivery of the Remaining Items.

The Company plans to dismiss the lawsuit filed by the Company on December 28, 2007, in the 17th Judicial Circuit Court in Broward County, Florida against Cristian Turrini, the Company’s former Chief Executive Officer; Michael Brennan and Voice to Phone, Inc. (collectively referred to as “Defendants”), seeking to obtain declaratory and injunctive relief arising out of Defendants’ alleged fraud, breach of fiduciary duty and breach of contract shortly after the filing of this report.

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

On or about April 3, 2008, the Company entered into three Notes in favor of Daic, totaling $2,250,000, which are described in greater detail under “Item 1.01 Entry into a Material Definitive Agreement,” above.

ITEM 3.02  UNREGISTERED SALES OF EQUITY SECURITIES

In connection with the Settlement Agreement (described above under Item 1.01, Entry into a Material Definitive Agreement), the Company issued Daic seven million (7,000,000) shares of restricted common stock.  The Company claims an exemption from registration afforded by Section 4(2) of the Securities Act of 1933, as amended for the above issuance, since the foregoing did not involve a public offering; the recipients are accredited investors; the recipients took the securities for investment and not resale and the Company took appropriate measures to restrict transfer.

ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

In connection with the Company’s entry into the Purchase and Sale Agreement (described above under Item 1.01, Entry into a Material Definitive Agreement), on or about April 10, 2008, the Board of Directors appointed Richard S. Pattin as a Director of the Company.  Also, in connection with the Purchase and Sale Agreement, on or about April 14, 2008, each member of the then Board of Directors of the Company, including Julietta Moran, Antonio Zapata and Cheryl L. Dotson, resigned as Directors of the Company (the “Resignations”).  Pursuant to the Resignations, Ms. Dotson also resigned as Chief Financial Officer of the Company.  Following, the Resignations, Richard S. Pattin remained as the sole Director of the Company.  Subsequently on or about April 16, 2008, Mr. Pattin, the sole member of the Board of Directors appointed himself as President and Secretary of the Company, effective April 16, 2008.  As such, Mr. Pattin currently serves as the sole officer and Director of the Company.

Mr. Pattin’s biographical information is described below:

Richard S. Pattin, age 41

Mr. Pattin was appointed as a Director on April 10, 2008 and accepted his appointment on April 16, 2008, and as the Company’s President and Secretary since April 16, 2008.  From May 1992 to April 2008, Mr. Pattin serves as an Account Executive at D.E. Wine Investments.  While there, he has been involved in various investment banking projects.  Mr. Pattin also serves as a consultant to Coastal Bend Capital, LLC.  Mr. Pattin attended Sam Houston State University in Texas, where he received a Bachelors degree in Business Administration in 1991.  Mr. Pattin holds a Series 7, Series 63, and Series 24 registration from the Financial Industry Regulatory Authority (“FINRA” previously the NASD).

An entity controlled by Mr. Pattin personally received 2,000,000 of the Consultants Shares issued to Coastal Bend Capital, LLC in connection with the Purchase and Sale Agreement described above.

The Company plans to fill the vacancies left from the Resignations in the near future.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit Number	Description of Exhibit
10.1*	Purchase and Sale Agreement between certain shareholders of the Calypso Wireless, Inc. and certain investors (March 14, 2008).
10.2*	First Supplement to the Purchase and Sale Agreement (April 4, 2008).
10.3*	Settlement Agreement by and between Calypso Wireless, Inc. and Drago Daic (April 3, 2008).
10.4*	$900K Promissory Note between Calypso Wireless, Inc. and Drago Daic and Jimmy Williamson, P.C.
10.5*	$350K Promissory Note between Calypso Wireless, Inc. and Drago Daic and Jimmy Williamson, P.C.
10.6*	$1M Promissory Note between Calypso Wireless, Inc. and Drago Daic and Jimmy Williamson, P.C.
10.7*	Assignment Agreement With Respect To Undivided Interest in Patents between Calypso Wireless, Inc. and Drago Daic and Jimmy Williamson, P.C.
10.8*	Patent Proceeds Assignment between Calypso Wireless, Inc. and Drago Daic and Jimmy Williamson, P.C.
10.9*	Patent Mortgage and Security Agreement between Calypso Wireless, Inc. and Drago Daic and Jimmy Williamson, P.C.
10.10*	Agreed Order of Dismissal of Bill of Review Lawsuit
10.11*	Release of Judgment, Daic Lawsuit (as to Calypso Wireless only)
10.12*	Agreed Order Dismissing Turnover Relief, Daic Lawsuit
10.13*	Albosta Lawsuit Settlement Agreement and Release Agreement
10.14*	Letter agreement between Calypso Wireless, Inc. and Drago Daic

* Filed herewith.

SIGNATURES

Pursuant to the requirement of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Calypso Wireless, Inc.

/s/ Richard S. Pattin

Richard S. Pattin

President

April 23, 2008

EX-10.1

Exhibit 10.1

PURCHASE AND SALE AGREEMENT

This Purchase and Sale Agreement (the “Agreement”) is entered into on March 14, 2008, by and between certain shareholders of Calypso Wireless, Inc. (the “Sellers”), represented by Mr. William Morales, a specific Seller named Molca, and certain investors (the “Buyers”), represented by Mr. John W. Dalton (Mr. Morales and Mr. Dalton shall be referred to herein as the “Representatives”), and Calypso Wireless, Inc., a Delaware corporation (the “Company”) (collectively the “Parties”).

WHEREAS, the Buyers wish to purchase shares of common stock (“Common Stock”) of the Company and have provided an offer to purchase such Common Stock;

WHEREAS, Sellers wish to sell or transfer 37,500,000 shares of Common Stock to the Buyers (the “Shares”), 10,000,000 shares to the Consultants and 27,500,000 shares to Drago Daic;

WHEREAS, the Parties hereby enter into a mutually beneficial, binding, and enforceable

Agreement; and

WHEREAS, many corporate decisions that affect the daily affairs of the Company must be promptly made, time is of the essence;

NOW THEREFORE, the Parties further agree to the conditions and terms for the sale and purchase of the Shares as follows:

1. The Parties agree to engage, at Buyer’s sole cost and expense, U. S. Bank National Association, 5555 San Felipe, Suite 1150, Houston, TX, 77056, Attn: Rhonda L. Parman,

Vice President, (the “Escrow Agent”) to hold the initial funds deposited by Buyers in escrow for the purchase of the Shares. The Parties will take all necessary action to have the Escrow Agent appointed to serve in that capacity, as herein provided.

2. The Parties further agree that this Agreement will not be effective and/or enforceable until such time as the Representatives, Molca and the Company have executed this Agreement.

3. The Parties agree that the Escrow Agent is an independent, third party escrow agent that has been mutually agreed upon by all Parties to effectuate the purchase and sale of the Shares through a mutually agreeable escrow arrangement (the “Escrow Account”). The Buyers will engage the Escrow Agent on or before March 17, 2008.  The Sellers will be responsible for the payment of the legal fees accrued in connection with the drafting of and negotiation of this Agreement and the settlement of the Lawsuits (defined below) by The Loev Law Firm, PC ($20,000) and Drew Shebay ($20,000) and certain fees and expenses incurred by D.E. Wine Investments, Inc. (an affiliate of the (Consultants) ($60,000), which fees total $100,000, and which fees will be taken out of the purchase price of the Initial Shares as described below and paid to the Consultants (the “Fees”).

Purchase and Sale Agreement

Page 1 of 13

4. The Buyers will purchase from Sellers 37,500,000 shares of Common Stock for an aggregate of $1,687,500 ($0.045 per share), within ten (10) business days of execution of this Agreement as described below:

(a)	A total of 30,937,311 Shares (the “Initial Shares”) will be purchased from the Sellers for a total of $1,392,179 (the “Initial Deposit”), which Initial Shares will be provided to the Company’s Transfer Agent, Continental Stock Transfer (the “Transfer Agent”) for reissuance in the name of the Buyers (as provided by the Buyer’s Representative)(the “Reissuance”) and sent to the Escrow Agent in the names of the Buyers after the Initial Deposit is made, which Initial Deposit shall be deposited into the Escrow Account within ten (10) business days from the date of this Agreement;
(b)	A total of 4,090,000 Shares (the “1st Remaining Shares”) will be purchased from Molca within Twenty (20) days of the date of this Agreement for a total of $184,050 (the “ 1st Remaining Deposit”), which 1st Remaining Shares will be provided to the Transfer Agent for reissuance in the name of the Buyer (as provided by the Buyer’s Representative), which shares shall be reissued after notice from the Escrow Agent to the Transfer Agent of the receipt of such 1st Remaining Deposit, and which 1st Remaining Shares shall then be sent to the Escrow Agent, provided however that the remaining payment (the "1st Remaining Payment") will be deposited into the Escrow Account within ten (10) business days of the date of this Agreement; and
(c)	A total of 2,472,689 Shares (the “2nd Remaining Shares”) will be purchased from Molca within thirty (30) days of the date of this Agreement for a total of $111,271 (the “2nd Remaining Deposit”), which 2nd Remaining Shares shall be provided to the Transfer Agent for reissuance in the name of the Buyer (as provided by the Buyer’s Representative) and sent to the Escrow Agent and the remaining payment (the "2nd Remaining Payment") will be deposited into the Escrow Account within thirty (30) days of the date of this Agreement; and
(d)	A total of $295,321 of the Initial Deposit shall be defined for the purposes herein as the “Holdback Amount,” which amount shall be disbursed only after the deposit with the Escrow Agent of the Remaining Shares as described below.
(e)	A total of $500,000 of the Initial Deposit shall be paid by the Escrow Agent to Drago Daic (the “Daic Funds”), assuming the consummation of the sale of the Initial Shares as described in further detail herein.

Purchase and Sale Agreement

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5. Buyers acknowledge that the new Board and Officers are and shall be aware of the following lawsuits: (1) Cause No. 2004-63048; Drago Daic v. Calypso Wireless, Inc., Carlos H. Mendoza, and David Davila; In the 151st Judicial District of Harris County, Texas and judgment obtained thereto (the “Daic Lawsuit”); and (2) styled as Cause No. 2007-75853; Michael A. Albosta, Sam Allanell, Larry Baird, Jim Cathers, George Duty, Patricia Falcone, L. Scott Frazier, Louis Gomez, Darren Jones, Mohamed Nawarcl, Kyle Pierce, Desmond Reid, Oris Rives, Cristian Turrini, John Vanderberghe, and Tom Wright vs. Everett Bassie, Cheryl Dotson, Carlos Mendoza, Julietta Moran, George Schilling and Antonio Zapata, In the 281st Judicial District Court of Harris County, Texas. (the “Albosta Lawsuit”).  The Daic Lawsuit and the “Albosta Lawsuit” are collectively referred to as the “Lawsuits”. 

6.  In addition to the Shares, the Sellers will transfer 27,500,000 shares of Common Stock to the Transfer Agent to be reissued in the name of Drago Daic and sent to the Escrow Agent, and the Escrow agent will send $500,000 of the Initial Deposit to Drago Daic in consideration for the settlement of all legal actions and a complete release by Drago Daic et. al. in regards to all claims, any and all judgments, collection efforts and/or legal actions against Mr. Carlos H. Mendoza, but excluding David Davila, through the Daic Lawsuit (as described above) or otherwise (the “Daic Shares”).

7.  In addition to the Shares, Sellers agree to transfer 10,000,000 shares of Common Stock to the Transfer Agent to be reissued in the name of Coastal Bend Capital and/or its assigns (“the Consultants”) for services rendered in connection with (i) the negotiation of the investment required under this agreement; (ii) the negotiation and execution of a settlement agreement, release and satisfaction of judgment, and full and final dismissal with prejudice, between the Plaintiffs in the Daic Lawsuit and Calypso Wireless and Carlos H. Mendoza (excluding Mr. Davila) and (iii) negotiating the dismissal of the Albosta Lawsuit against all Defendants.  Sellers and the Company’s current officers and directors are not responsible for the payment of any funds in connection with the settlement of the Lawsuits.

8.  It is hereby agreed that the obligations of the Sellers hereunder are contingent upon such a complete settlement, dismissal with prejudice and broad form release of all claims that were and/or that could have been asserted against the Company, it officers, directors, agents, attorneys, and any defendants named in the Lawsuits and a Release and Satisfaction of the Judgment obtained in the Daic Lawsuit, more fully described above, which is a condition precedent to the Sellers having any obligation and/or liability hereunder and failing which to Sellers satisfaction on or before March 24, 2008, the Seller’s shall have the sole and absolute right and discretion to notify the Escrow Agent of such failure upon which such Escrow Agent is hereby authorized to immediately end the escrow and distribute the respective shares to Sellers and the money to the Buyers, respectively.

9. The Sellers’ agree that the transfer of the Daic Shares and the entering into a Settlement Agreement between the Company, its officers, directors, agents, and employees and Carlos H. Mendoza, and Mr. Daic as specified in paragraph 7 above is a condition precedent to the Buyers’ performance hereunder.

Purchase and Sale Agreement

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10. Upon the signing of this Agreement the Sellers will immediately and expeditiously arrange to transfer 68,437,311 shares (Initial Shares, Consultants shares and Daic Shares) and stock powers to the Transfer Agent for Reissuance. These Shares shall be deposited with the Transfer Agent on or prior to March 20, 2008 The Remaining Shares will be delivered to the transfer agent according to 4.(b) and 4(c) above for Reissuance to the Escrow Agent.  In the event the 68,437,311 Shares are not delivered to the transfer agent on or prior to March 20, 2008, the Buyers shall have the sole and absolute right and discretion to notify the Escrow Agent of such failure upon which such Escrow Agent is hereby authorized to immediately end the escrow and distribute the respective shares to Sellers and the money to the Buyers, respectively.  In the event the Initial Shares, Consultant shares and Daic shares are delivered to the Escrow Agent and are thereafter distributed to the Buyers, Consultants and Daic, but the Remaining Shares are not delivered to the Escrow Agent according to 4(b) and 4(c) above, the Buyers (and/or the agent for the Buyer) shall have the right in their sole discretion to notify the Escrow Agent to return the Remaining Deposit to the Buyers.  The Sellers will obtain an opinion of counsel, satisfactory to the Transfer Agent in connection with the Reissuances that all of the Shares can be validly transferred by the Sellers free of restrictive legend.

11. Upon the Sellers acceptance of the Settlement Agreement and related broad form release of any and all claims against the Company and Carlos H. Mendoza satisfaction of Judgment documents as to all defendants excluding David Davila, for the Daic Lawsuit, the dismissal with prejudice of the Albosta Lawsuit as to all defendantsand a complete and broad form release of any and all claims that were and/or that could have been asserted by the plaintiffs against all named defendantsin such Lawsuits, and other conditions precedent (collectively the “Conditions Precedent”), the Escrow Agent shall be instructed to transfer the Initial Shares of Common Stock to the Buyers and the 27,500,000 shares of Common Stock to Mr. Daic, the 10,000,000 shares of Common Stock to the Consultants and concurrently to transfer the Initial Deposit $1,504,679, minus the Fees $100,000 (which Fees shall be disbursed to The Loev Law Firm, PC, in trust for the Consultants), the Daic Funds $500,000, to the relevant parties and all required executed documents to the Sellers.  Assuming the Conditions Precedent have occurred and the sale of the Initial Shares in consideration for the Initial Deposit has occurred, as provided above, and assuming that the Remaining Shares and the Remaining Deposit have been deposited into the Escrow Account on or prior to the thirtieth (30th) day following the parties entry into this Agreement, the Escrow Agent shall disburse the Remaining Deposit and the Holdback Amount to the Sellers and the Remaining Shares to the Buyers.

12. Remaining Terms of this Agreement include the following:

a. Sellers will help facilitate the election of the Board Members as disclosed on Exhibit A attached hereto, as well as the resignation of the current Board of Directors of the Company, when all terms of this Agreement have been fully completed and/or consummated.  The current and former Board of Directors and Officers as set forth below in this subparagraph; continue to have the indemnification provided to them by the Company. The Board and Officers of the Company currently consist of the following individuals: Antonio Zapata, Julieta Moran, George Schilling and Cheryl Dotson.  The former Board of Directors and Officers consist of the following individuals: David Davila and Carlos H. Mendoza. No false allegations will be made regarding Cheryl Dotson in any SEC filing or discussions.

Purchase and Sale Agreement

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b. Sellers will obtain the approval from the existing management members of the Company to tender their resignations from both executive management and/or board-of-directors position and will cause a slate of board-of-directors approved by Buyers, as discussed above, to be appointed as a final act of the resigning directors of the Company which resignations shall occur immediately following the full and complete consummation the transactions contemplated herein.

c. The new Board and Officers of the Company are exclusively responsible for all SEC filings of the Company subsequent to the 8K announcing the departure of the current officers and board members and acknowledge that books and records are incomplete due to certain bank account information and other information that is not available to current management. Current executive management and/or board-of-director members will cooperate with the newly appointed executive management and board-of-directors of the Company in the turn-over of files and other information that is currently in their possession that will be required to bring Calypso Wireless, Inc. current in relationship to its public filings.

d. Buyers acknowledge that while the bank accounts of the Company were frozen in an ownership dispute, entities (the “Entities”) have invested a total of $301,600 to pay the Company's expenses directly to attorneys, employees, and others. The Buyers and Seller agree that the payment of such expenses shall be the sole and absolute duty of the Sellers’ and the Buyers nor the Company shall have any liability for such expenses whatsoever.

e. The Sellers agree to provide the Buyers a detailed listing of all expenses incurred by the Company’s officers and Directors and fees incurred by the Company from the period from November 30, 2007 to the date of this Agreement within five (5) days from the date this Agreement is entered into.

13. Acknowledgments and representations of the Sellers:

The Sellers acknowledge and represent that:

· they are not “affiliates” of the Company as such term is defined under Rule 501 of the Securities Act of 1933, as amended;

· they are not under common control;

· they own the Shares free and clear of any encumbrances; and

· They agree and covenant not to sue the Buyers, Zimmerman, Axelrad, Meyer, Stern, & Wise, P.C., The Fryar Law Firm, P.C., Mr. Daic,  The Loev Law Firm, PC, Cristian Turrini, the Consultants and John Dalton and/or Daltons Creations, LLC, Randy Miller, Robert Yrshus, D.E. Wine Investments, Inc., Coastal Bend Capital, Richard Pattin and Mike Stakes (collectively the “Brokers,” who have and/or will serve as brokers in connection with the purchase of the Shares by the Buyers) for any claims, causes of action, demands, liability, damages, in law and/or in equity, known and/or unknown, for any and claims including negligence, tort, breach of contract.  This Covenant not to Sue is to be construed as broadly as possible to encompass any claims and/ or causes of action, other than causes of actions for intentional misconduct. This Covenant not to Sue does not include or encompass any of the obligations or representations required under this Agreement.

Purchase and Sale Agreement

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Except as set forth herein, Sellers make no other representations or warranties regarding the Company or its shares of Common Stock. 

14.  Acknowledgements and representations of the Buyers:

The Buyers acknowledge and represent that:

The current and former Board of Directors and Officers as set for the below in this subparagraph, continue to have the indemnification provided to them by the Company to the fullest extent provided by applicable law and the Buyers agree to use their best efforts to cause the Company to provide such indemnification and to indemnify, defend and hold harmless such persons from and against all costs, fees and expenses arising subsequent to this Agreement on any matter relating to or in connection with such persons serving in such capacities for the Company. The Buyers hereby agree and covenant not to sue the Sellers and any current and/or former Board of Directors and Officers, for any claims, causes of action, demands, liability, damages, in law and/or in equity, known and/or unknown, for any and claims including negligence, tort, breach of contract.  Further, the Buyers hereby release, the Sellers and current and former Directors and Officers including Antonio Zapata, Julieta Moran, George Schilling, Cheryl Dotson, David Davila, Carlos H. Mendoza, the Consultants, the Brokers, and The Loev Law Firm, PC for any claims, causes of action, demands, liability, damages, in law and/or in equity, known and/or unknown, for any and claims including negligence, breach of fiduciary duties, tort, and/or breach of contract, provided however that the release given in this paragraph shall not apply to any intentional misconduct by the Sellers or the former Officers and Directors.   This Covenant not to Sue and Release is to be construed as broadly as possible to encompass any claims and/ or causes of action, other than causes of actions for intentional misconduct as disclaimed above. This Release and Covenant not to Sue does not include or encompass any of the obligations or representations required under this Agreement.  The Buyers further represent and warranty that they will not, directly and/or indirectly, make any false allegations regarding Cheryl Dotson in any SEC filing or discussions.

Purchase and Sale Agreement

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15. Acknowledgements and representations as to the Company.  The Company has fully disclosed in its SEC filings all known information relating to matters involving the Company or its assets or its present or past operations or activities.  The Company has 200,000,000 authorized shares and the number of outstanding shares that are included in the 9/30/2007 10-QSB.  All issued and outstanding shares, excluding the shares issued to Voice to Phone and Baxter Technologies,   are legally issued, fully paid, and non-assessable and not issued in violation of the preemptive or other rights of any person.  The Company has not amended its Articles of Incorporation or Bylaws. The information contained in the Company’s previously filed periodic reports, as amended, on EDGAR (including historical financial information) is accurate and correct as of the date of this Agreement, and does not contain any misrepresentations nor do such reports fail to disclose any information available to current management excluding bank statements and other information not available which could include malfeasance not currently known to management which could make such reports materially misleading or false.

16.  Sellers represent that neither the Sellers nor current management of Calypso Wireless, Inc. has caused the issuance of any additional shares of common stock and that there are 189,256,534 shares of issued and outstanding common stock of Calypso Wireless, Inc., regardless of share class as filed in the 9/30/2007 10QSB or that has not been fully disclosed in this Agreement.

17. The Sellers agree to work with the Buyers and the Company on an acceptable SEC filing related to the change in management and control and the required filings regarding departures of directors and officers upon full and complete consummation of all terms of this Agreement. Such filing shall be acceptable to the Parties, but prepared and filed at Buyers’ expense.

18. THE PARTIES ACKNOWLEDGE THAT THEY ARE NOT RELYING ON ANY REPRESENTATION BY ANY OTHER PARTY, AGENTS REPRESENTATIVES, OR ATTORNEYS WITH REGARD TO (1) THE SUBJECT MATTER OF THIS AGREEMENT; OR (2) ANY OTHER FACTS OR ISSUES WHICH MIGHT BE DEEMED MATERIAL TO THE DECISION TO ENTER INTO THIS AGREEMENT. The parties acknowledge that they are each represented by attorneys; the Sellers are represented by Zimmerman, Axelrad, Meyer, Stern, & Wise, P.C., the Buyers are represented by The Loev Law Firm, P.C., and the Company is represented by the Frayr Lawfirm, P.C.  The Parties are not relying on representations, opinions, and/or any other statements made and/or prepared by the other party’s attorneys.  The Parties acknowledge that Zimmerman, Axelrad, Meyer, Stern, & Wise, P.C. is not performing any due diligence with respect to this Agreement, any representations and/or warranties made herein, is not providing any tax and/or securities law advice and has instructed its client to engage separate and independent  securities and/or tax law advice with respect to this Agreement.   The Parties further acknowledge that the Company and the Sellers waive any conflict of interest in having Zimmerman, Axelrad, Meyer, Stern, & Wise, P.C.. represent the Sellers herein, and the Sellers and the Company have and do agree that it is in their respective best interests for Zimmerman, Axelrad, Meyer, Stern, & Wise, P.C. to so act.  This representation and waiver of conflict has been made to induce Zimmerman, Axelrad, Meyer, Stern, & Wise, P.C... to represent the Sellers  hereunder and the Company, Sellers and Buyers hereby release Zimmerman, Axelrad, Meyer, Stern, & Wise, P.C. from any liability arising out of its representation of Sellers herein and the Sellers and Buyers hereby agree to cause the Company to release such law firm from any liability arising out of its representation of Sellers herein.

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The Parties acknowledge that The Fryar Law Firm, P.C.  is representing the Company.  The Parties acknowledge that The Fryar Law Firm, P.C. is not performing any due diligence with respect to this Agreement, any of the representations and/or warranties made herein, is not providing any tax and/or securities law advice and has instructed its client to engage separate securities and/or tax law advice with respect to this Agreement.   The Parties further acknowledge that the Company and the Sellers waive any conflict of interest in having The Fryar Law Firm, P.C. represent the Company herein, and the Sellers and the Company have and do agree that it is in their respective best interests for The Fryar Law Firm, P.C. to so act.  This representation and waiver of conflict has been made to induce The Fryar Law Firm, P.C. to represent the Company hereunder and the Company, Sellers and Buyers hereby release The Fryar Law Firm, P.C. from any liability arising out of its representation of the Company herein and the Sellers and Buyers hereby agree to cause the Company to release such law firm from any liability arising out of its representation of the Company herein.

The Parties acknowledge that The Loev Law Firm, PC, is not performing any due diligence with respect to this Agreement, any representations and/or warranties made herein, and is not providing any tax law advice, nor any securities law advice whatsoever to the Sellers, the Buyers or the Company.  The Company, Sellers and Buyers hereby release The Loev Law Firm, PC, from any liability arising out of its representation of the Buyers herein and the Sellers and Buyers hereby agree to cause the Company to release such law firm from any liability arising out of its representation of the Buyer herein.

19. None of the parties are relying upon any purported legal duty, even if one might exist, which existence is denied, on the part of any other Party (or such other party’s employees, agents, representatives, or attorneys) to disclose any information in connection with the execution of this Agreement, or its preparation, it being expressly understood and agreed that no lack of information on the part of another Party is a ground for challenging this Agreement.

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20. Multiple Counterparts. This Agreement may be executed in one or more counterparts each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  A copy of this Agreement signed by one Party and faxed to another Party shall be deemed to have been executed and delivered by the signing Party as though an original.  A photocopy of this Agreement shall be effective as an original for all purposes.

21. This Agreement supersedes all prior agreements, written or oral, between the parties. It is understood that all future rights and obligations of the Parties as to each other shall be governed solely by this Agreement.

22. If any term or provision of this Agreement shall be determined to be unenforceable or

invalid or illegal in any respect, the unenforceability, invalidity or illegality shall not affect any other term or provision of this Agreement, but this Agreement shall be construed as if such unenforceable, invalid, or illegal term or provision had never been contained herein.

23. This Agreement may not be modified, amended or terminated orally. No modification, amendment, or termination, or any waiver of any of the provisions of this Agreement, shall be binding unless same is in writing and signed by the person against whom such modification, amendment or waiver is sought to be enforced.

24. The parties agree to execute any and all documents reasonably necessary to effectuate the provisions of this Agreement.  The parties agree that the Representatives shall execute this Agreement initially on behalf of the Buyers and Sellers, respectively, which Representatives shall bind their respective parties to the terms of this agreement; provided that it shall be a condition precedent to the release of the Initial Deposit and the Shares from the Escrow Account, as provided above, that all of the Buyers and Sellers shall execute this Agreement as provided below.

25. This Agreement is governed by the laws of the State of Texas and represents the entire agreement and understanding between the Parties. None of the Parties shall make any public announcement pertaining to this Agreement without the written consent of the representatives of the Parties. This Agreement may only be amended or modified by written instrument signed by the Parties hereto. This Agreement may be executed in multiple original counterparts and digital or facsimile signed copies will be the same as an original.

26. This document and Agreement shall constitute a compromise and/or an offer to compromise pursuant to Rule 408 of the Texas and Federal Rules of Evidence.

[Remainder of page left intentionally blank. Signature page follows.]

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Agreed and Accepted:
Representative for Buyers:
/s/ John W. Dalton
John W. Dalton
Buyers:
______________________________	Date: __________________________
By:___________________________
Its:___________________________
Printed Name:_____________________________
Shares ________________
______________________________	Date: __________________________
By:___________________________
Its:___________________________
Printed Name:_____________________________
Shares ________________
______________________________	Date: __________________________
By:___________________________
Its:___________________________
Printed Name:_____________________________
Shares ________________
______________________________	Date: __________________________
By:___________________________
Its:___________________________
Printed Name:_____________________________
Shares ________________
______________________________	Date: __________________________
By:___________________________
Its:___________________________
Printed Name:_____________________________
Shares ________________
______________________________	Date: __________________________
By:___________________________
Its:___________________________
Printed Name:_____________________________
Shares ________________
(Additional signature pages of the Buyers may be attached hereto
at the end of this Agreement if necessary)

Purchase and Sale Agreement

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Representative for Sellers:
/s/ William Morales
William Morales
Sellers:
______________________________	Date: __________________________
By:___________________________
Its:___________________________
Printed Name:_____________________________
Shares ________________
______________________________	Date: __________________________
By:___________________________
Its:___________________________
Printed Name:_____________________________
Shares ________________
______________________________	Date: __________________________
By:___________________________
Its:___________________________
Printed Name:_____________________________
Shares ________________
______________________________	Date: __________________________
By:___________________________
Its:___________________________
Printed Name:_____________________________
Shares ________________
______________________________	Date: __________________________
By:___________________________
Its:___________________________
Printed Name:_____________________________
Shares ________________
______________________________	Date: __________________________
By:___________________________
Its:___________________________
Printed Name:_____________________________
Shares ________________

(Additional signature pages of the Sellers may be attached hereto

at the end of this Agreement if necessary)

Purchase and Sale Agreement

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Calypso Wireless, Inc. specifically as to paragraph 15

By: /s/ Cheryl L. Dotson                   

Its:________________________

Printed Name: Cheryl L. Dotson

Date: March 17, 2008

Purchase and Sale Agreement

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Exhibit A

Board of Directors

Officers

Purchase and Sale Agreement

Page 13 of 13

EX-10.2

Exhibit 10.2

FIRST SUPPLMENT TO THE PURCHASE

AND SALE AGREEMENT DATED MARCH 14, 2008

The Purchase and Sale Agreement (the “Agreement”) was entered into on March 14, 2008, by and between certain shareholders of Calypso Wireless, Inc. (“Sellers”) and certain investors (the “Buyers”) (collectively the “Parties”).

For the consideration recited in the Agreement, the Buyers, as defined in the Agreement, further hereby agree and covenant not to sue,  directly and/or indirectly,  the Sellers, as defined in the Agreement, and any current and/or former Board of Directors and Officers, Agents, employees, Zimmerman, Axelrad, Meyer, Stern, & Wise, P.C., Brian W. Zimmerman, Eric Fryar, The Fryar Law Firm, P.C.,  attorneys of the Company for any claims, causes of action, demands, liability, damages, in law and/or in equity, known and/or unknown, for any and claims including negligence, tort, breach of contract.  Further, the Buyers hereby release, the Sellers and Current and Former Directors and Officers including Antonio Zapata, Julieta Moran, George Schilling, Cheryl Dotson, David Davila, Carlos Mendoza, and Zimmerman, Axelrad, Meyer, Stern, & Wise, P.C., Brian W. Zimmerman, Eric Fryar, The Fryar Law Firm, P.C. for any claims, causes of action, demands, liability, damages, in law and/or in equity, known and/or unknown, for any and claims including, but not limited to,  negligence, breach of fiduciary duties, tort, and/or breach of contract.   This Covenant not to Sue and Release is to include, but is not limited to, any and all claims against Board Members, Officers, agents and/or employees for any action and/or inaction that concerns, and/or otherwise relates to entering into this Agreement or any agreement and/or obligation in connection with the Agreement.  This Release is to be construed as broadly as possible to encompass any claims and/ or causes of action against the foregoing.  The Board and Officers of the Company currently consist of the following individuals: Antonio Zapata, Julieta Moran, George Schilling and Cheryl Dotson. The former Board of Directors and Officers consist of the following individuals: David Davila and Carlos Mendoza.  This Release shall also apply to any and all conceivable claims, demands, causes of action that could be brought by and/or on behalf of any officers, directors, agents, employees of the Company, as defined by the Agreement,   put into place by the Buyers, directly or indirectly, against Current and Former Directors and Officers including Antonio Zapata, Julieta Moran, George Schilling, Cheryl Dotson, David Davila, Carlos Mendoza, and Zimmerman, Axelrad, Meyer, Stern, & Wise, P.C., Brian W. Zimmerman, Eric Fryar, The Fryar Law Firm, P.C.

Agreed and Accepted:

For the Buyers:

/s/ John W. Dalton                                                              

John W. Dalton, authorized agent for Buyers

Date: 4-4-08                    

1

Buyers:

______________________________	Date: __________________________
Shares ________________
______________________________	Date: __________________________
Shares ________________
______________________________	Date: __________________________
Shares ________________
______________________________	Date: __________________________
Shares ________________

2

EX-10.3

Exhibit 10.3

SETTLEMENT AGREEMENT

THIS SETTLEMENT AGREEMENT (“Settlement Agreement”) is made as of April 3, 2008, by and between Calypso Wireless, Inc., a Delaware corporation (“Calypso Wireless”), and Drago Daic, an individual residing in Houston, Texas (“Daic”).

WHEREAS, Drago Daic and other parties sued Calypso Wireless, Inc. and other parties in a lawsuit styled Drago Daic, Curtis Scott Howell d/b/a Tribeca, Champion Classic, Inc. and U.S. Lights, Inc. v. Calypso Wireless, Inc., Carlos Mendoza and David Davila, Cause No. 2004-63048 in the 151st District Court of Harris County, Texas (the “Daic Lawsuit”); and

WHEREAS a Final Judgment was rendered in the Daic Lawsuit, in favor of Daic and  against Calypso Wireless, Inc. and other defendants, on December 8, 2006 (the “Daic Judgment”) which all parties to this Agreement now agree is a valid and enforceable judgment under the laws of the State of Texas; and

WHEREAS, Calypso Wireless filed a lawsuit including a bill of review, seeking to set aside the Daic Judgment as to Calypso Wireless and also asserting claims against Daic, styled Calypso Wireless, Inc. v. Drago Daic, Cause No. 2007-22571 in the 151st District Court of Harris County, Texas (the “Calypso Wireless Bill of Review Lawsuit”), which all parties to this Agreement now agree is dismissed with prejudice; and

WHEREAS, Daic filed an application for turnover relief to enforce the Daic Judgment, with respect to certain patent rights owned by Calypso Wireless commonly known as “ASNAP” and more particularly described as United States Patent No. US 6,680,923 B1, together with all foreign patents for the same technology, as more particularly set forth the Assignment Agreement (as defined below), including the exhibits thereto (collectively, the “ASNAP Patent”); and

WHEREAS, Daic also filed an application for turnover relief to enforce the Daic Judgment, with respect to certain patent rights owned by Calypso Wireless commonly known as “Baxter Patents” and more particularly described as (i) United States Patent No. US 6,385,306; (ii) United States Patent No. US 6,765,996; (iii) United States Patent No. US 6, 839, 412; and (iv) United States Patent No. US 67, 031, 439, together with all foreign patents for the same technology, as more particularly set forth the Assignment Agreement (as defined below), including the exhibits thereto (collectively, the “Baxter Patents”); and

WHEREAS, the 151st District Court entered orders granting turnover and injunction relief, both in the Daic Lawsuit and in the Calypso Wireless Lawsuit, with respect to the ASNAP Patent and Baxter Patents; and

WHEREAS, Daic and Calypso Wireless have reached an agreement to resolve the disputes and litigation between them and have further agreed to implement that agreement at a closing of the transactions contemplated hereby, such closing to occur simultaneous with the execution of this Settlement Agreement (the “Closing”);

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, Daic, Drago Daic, Curtis Scott Howell d/b/a Tribeca, Champion Classic, Inc. and U.S. Lights, Inc. and Calypso Wireless agree as follows:

1.           Contemporaneously with the Closing, Calypso Wireless will pay to Daic and Daic’s attorney, Jimmy Williamson P.C. (“Williamson P.C.”), by wire transfer to the trust account of Williamson, P.C., the sum of ONE HUNDRED THOUSAND AND NO/100 DOLLARS ($100,000.00) (the “Cash Payment”).

2.           At the Closing, Calypso Wireless will execute and deliver to Daic and Williamson P.C. a promissory note made payable to Daic and Williamson, P.C. in the original principal amount of NINE HUNDRED THOUSAND AND NO/100 DOLLARS ($900,000.00), bearing interest at the JP Morgan Chase prime rate plus 1%, as same may be revised from time to time, and being due and payable within thirty days from Closing, or on May 3, 2008, said note to be executed in the form attached hereto as Exhibit “A-1” (the “ $900K Promissory Note”).

3.           At the Closing, Calypso Wireless will execute and deliver to Daic and Williamson P.C. a promissory note made payable to Daic and Williamson, P.C. in the original principal amount of THREE HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($350,000.00), bearing interest at the JP Morgan Chase prime rate plus 1%, as same may be revised from time to time, and being due and payable within sixty days from Closing, or on June 2, 2008, said note to be executed in the form attached hereto as Exhibit “A-2” (the “$350K Promissory Note”).

4.           At the Closing, Calypso Wireless will execute and deliver to Daic and Williamson P.C. a promissory note made payable to Daic and Williamson, P.C. in the original principal amount of ONE MILLION AND NO/100 DOLLARS ($1,000,000.00), bearing interest at the JP Morgan Chase prime rate plus 1%, as same may be revised from time to time, and being due and payable in twelve months from Closing, or on April 3, 2009, said note to be executed in the form attached hereto as Exhibit “A-3” (the “$1M Promissory Note”).

5.           At the Closing, Calypso Wireless  will sell, assign, and transfer to  Daic and Williamson P.C. an undivided twenty-five (25%) interest in and to the  ASNAP Patent and Baxter Patents, pursuant to that certain Assignment Agreement with Respect to Undivided Interest in Patents in the form attached hereto as Exhibit “B” (the “Assignment Agreement”).  The ASNAP Patent and Baxter Patents are more fully described herein below in paragraphs (i) and (ii) and shall mean as follows:

(i)

“ASNAP Patents” shall mean: (1) United States Patent No. US 6,680,923 B1, U.S. Patent Application Serial No. 11/040,482, and PCT Application No. PCT/US01/07528 (2) all patents and applications throughout the world that claim priority to, directly or indirectly, or from which the foregoing claim priority, directly or indirectly; (3) all substitutions for and divisions, continuations, continuations-in-part, renewals, reissues, patent cooperation treaty applications, foreign applications, national phase entries, and extensions of the foregoing patents and applications throughout the world, and including patent applications and applications throughout the world for like protection that have now been or may in the future be granted on the invention disclosed in any of the foregoing patents or applications, including without limitation, those obtained or permissible under past, present, and future laws and statutes; and (4) all right, title, and interest in and to any and all rights and causes of action based on, arising out of, related to, or on account of past, present, and future unauthorized use and/or infringement of any and all of the foregoing, including but not limited to all past, present, and future awards, damages, and remedies related thereto or arising therefrom.

(ii)

The “Baxter Patents” shall mean: (1) United States Patents No. 6,385,306, No. 6,765,996, No. 6,839,412 and No. 7,031,439; (2) all patents and applications throughout the world that claim priority to (directly or indirectly) the foregoing, or from which the foregoing claim priority (directly or indirectly); (3) all substitutions for and divisions, continuations, continuations-in-part, renewals, reissues, patent cooperation treaty applications, foreign applications, national phase entries, and extensions of the foregoing patents and applications throughout the world, and including patent applications and applications throughout the world for like protection that have now been or may in the future be granted on the invention disclosed in any of the foregoing patents or applications, including without limitation, those obtained or permissible under past, present, and future laws and statutes; and (4) all right, title, and interest in and to any and all rights and causes of action based on, arising out of, related to, or on account of past, present, and future unauthorized use and/or infringement of the any and all of the foregoing, including but not limited to all past, present, and future awards, damages, and remedies related thereto or arising therefrom.

At such time as Daic and Williamson P.C. have received an aggregate of TWENTY MILLION DOLLARS ($20,000,000.00) in cash under the Assignment Agreement, Daic and Williamson P.C. shall reconvey to Calypso Wireless all rights received pursuant to the Assignment Agreement.  Simultaneous with such reconveyance, Calypso shall execute and deliver to Daic and Williamson P.C. a Patent Proceeds Assignment in the form attached hereto as Exhibit “C”, pursuant to which Calypso shall pay to Daic and Williamson P.C. five percent (5%) of the proceeds of the ASNAP Patent and Baxter Patents, without limit (“Patent Proceeds Assignment”).

6.           At the Closing, Calypso Wireless will grant a security interest in the ASNAP Patent and Baxter Patents to secure Calypso Wireless’ obligations under the Settlement Agreement and the documents executed at the Closing, pursuant to that certain Patent Mortgage and Security Agreement in the form attached hereto as Exhibit “D” (“Patent Mortgage and Security Agreement”).

7.           Calypso Wireless will issue, assign and deliver to Daic and Williamson P.C. TWELVE MILLION (12,000,000) shares of common stock in Calypso Wireless (the “Calypso Shares”) out of its authorized and unissued shares.  The shares shall be assigned to Daic and Williamson P.C. or to his/its designee or designees, as he/it may request.  With respect to such shares, a certificate representing SEVEN MILLION (7,000,000) of the Calypso Shares shall be delivered at the Closing, and a certificate for the remaining FIVE MILLION (5,000,000) of the Calypso Shares (the “Remaining Shares”) shall be delivered in care of Williamson P.C. within ninety days from Closing, or on or before , 2008.  Calypso Wireless agrees to issue to Daic and Williamson P.C. out of its authorized and unissued shares the following Additional Shares if the Remaining Shares are not delivered in ninety days from closing:

(a)	ONE MILLION (1,000,000) Calypso Shares if a certificate delivering the Remaining Shares is not delivered within ninety days from Closing;
(b)	TWO HUNDRED FIFTY THOUSAND (250,000) Calypso Shares, which are in addition to the above described Shares, if a certificate delivering the Remaining Shares is not delivered in one-hundred and twenty (120) days from Closing;
(c)	TWO HUNDRED FIFTY THOUSAND (250,000) Calypso Shares, which are in addition to the above described Shares, if a certificate delivering the Remaining Shares is not delivered in one-hundred and fifty (150) days from Closing;
(d)	FIVE HUNDRED THOUSAND (500,000) Calypso Shares, which are in addition to the above described Shares, if a certificate delivering the Remaining Shares is not delivered in one-hundred and eighty (180) days from Closing;

Nothing herein shall negate the obligation of Calypso Wireless to issue the Remaining Shares as provided herein or to deliver one or more certificates evidencing the Remaining Shares as required hereby.

Calypso Wireless, as the issuer of the Calypso Shares, agrees to have its securities counsel provide an opinion letter pursuant to Securities Act Rule 144 to Calypso Wireless and its transfer agent to permit the transfer and sale of the Calypso Shares as and when such opinion letter is required under Rule 144.  Daic and Williamson P.C. agree to provide the requisite representation letters from Daic and Williamson P.C. and their brokers.  Calypso Wireless agrees to use its best efforts to meet the current publication requirement of the Securities Act Rule 144 and file and keep current filings for all required SEC reports, e.g. 10KSB, 10QSB, etc.

8.           Promptly upon execution and delivery of this Settlement Agreement, delivery of the cash, stock, and other items provided herein for delivery at the Closing:

(a)

Daic and Williamson P.C. and Calypso Wireless will file an Agreed Order Dismissing Case with Prejudice, with respect to the Calypso Wireless Bill of Review Lawsuit, which agreed order shall be in the form attached hereto as Exhibit “E”; and

(b)

Daic and Williamson P.C. and Calypso Wireless will file an Agreed Order Dismissing Turnover Relief in the Daic Lawsuit, such agreed order to be in the form attached hereto as Exhibit “G” (collectively the “Agreed Orders”).  If the payments and the Calypso Shares listed in paragraphs 1, 2, 3 and 7 are not received within the time required by the Settlement Agreement, all parties agree that the turnover relief after judgment that is the subject of the Agreed Order shall be reinstated in full force and effect.

Williamson P.C. will hold Exhibit “E” and Exhibit “G”, the Agreed Orders, in trust until such time as the delivery of the executed Settlement Agreement, delivery of the cash, stock, and otheritems provide herein for delivery at the Closing.

9.           Upon timely delivery of a certificate representing the Remaining Shares, and any Additional Shares, pursuant to paragraph 5 above, and upon payment of the entire balance of the $900K Promissory Note and $350K Promissory Note Daic shall execute and deliver to Calypso Wireless a Release of the Daic Judgment, as to Calypso Wireless only, such release to be in the form attached hereto as Exhibit “F” (the “Release”); and

The Release and Agreed Orders shall not be interpreted to reduce, detract or supercede the Assignment Agreement, the Patent Proceeds Assignment or any of the other consideration owed or provided to Daic and Williamson P.C. under this Settlement Agreement.  If the payments and the Calypso Shares listed in paragraphs 1, 2, 3 and 7 are not received within the time required by this Settlement Agreement, Daic shall not be required to sign or deliver the above-described Release or Agreed Order but instead shall be entitled to retain and enforce the Daic Judgment.

10.           Time is of the essence.  Default shall be conclusively shown, with respect to monetary payments, by payments not being made and received on the due date.

The following items will also be a default for the purposes of this Settlement Agreement:

(a)	Any attempt to arrange, negotiate or consummate any sort of transfer or assignment or impairment of the ASNAP Patent or Baxter Patents such that it would have an adverse impact upon the rights of Daic to collect all of the amounts referred to herein;
(b)	Any attempt to materially secrete or hide assets of Calypso Wireless that would affect the rights of Daic to collect all monies contemplated in this agreement.

Should Calypso Wireless fail to pay the Cash Payment, or the $900K note, or the $350K note and make timely delivery of all of the Calypso Shares, then Daic shall not be required to execute the Release and shall have the right to execute upon and collect the Daic Judgment.  Default shall be conclusively shown, with respect to monetary payments, by payments not being made and received by the due date.  Default shall be conclusively shown, with respect to the Calypso Shares, by failure to deliver a certificate delivering the Calypso Shares enumerated herein in Paragraph 5 on the due dates.

11.           Calypso Wireless hereby releases, acquits and forever discharges Drago Daic, Curtis Scott Howell d/b/a Tribeca, Champion Classic, Inc., U.S. Lights, Inc., and Jimmy Williamson, P.C., from any and all claims, demands and causes of action that Calypso Wireless may now own or be entitled to assert against him, including all claims that were or could have been asserted against him in the Daic Lawsuit or the Calypso Wireless Bill of Review Lawsuit.

12.           Contingent upon the timely receipt of all the consideration provided for in this Settlement Agreement, including the delivery of a certificate evidencing the Remaining Shares, and any Additional Shares, after the Closing, Daic, Curtis Scott Howell d/b/a Tribeca, Champion Classic, Inc., and U.S. Lights, Inc., hereby releases, acquits and forever discharges Calypso Wireless from any and all claims, demands and causes of action that they/it may now own or be entitled to assert against it, including all claims that were or could have been asserted against Calypso Wireless in the Daic Lawsuit or the Calypso Bill of Review Lawsuit; provided, however, the Daic Judgment shall not be released unless and until the payments and all of the Calypso Shares listed in paragraphs 1, 2, 3, and 7, and the Promissory Notes, Assignment Agreement, Patent Proceeds Assignment, Security Agreement are delivered to Daic and Williamson P.C. on a timely basis.  Nothing herein releases the Daic Judgment against Carlos Mendoza or David Davila.

13.           Each party represents and warrants to the other (i) that he or it has been represented by attorneys in connection with the negotiation and drafting of this Settlement Agreement, and has relied on the advice of his or its own attorneys in entering into this Settlement Agreement; and (ii) that in entering into this Settlement Agreement, he or it is not relying on any agreement, representation or promise except as expressly set forth herein.  

14.           This Settlement Agreement may be signed in multiple counterparts and shall be effective as of the date of the last signature as reflected below.

15.           This Settlement Agreement is made and performable in Harris County, Texas, and the validity, effect, and construction of this Settlement Agreement shall be governed by the laws of the State of Texas.

16.           In the event that any one or more of the provisions of this Settlement Agreement shall, for any reason, be held invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Settlement Agreement.

17.           This Settlement Agreement may not be amended, modified, waived, or terminated unless by writing and a notarized signature by all parties hereto.

18.           This Settlement Agreement shall not be construed in favor of or against any party on the basis that the party did or did not author this Settlement Agreement, including any attachment hereto.  It is intended that this Settlement Agreement shall be comprehensive in nature and shall be construed liberally to affect its purposes.

19.           Each signatory to this Settlement Agreement hereby warrants and represents that such person has authority to bind the party for whom such person acts, and the claims, rights, and/or interests which are the subject matter hereto are owned by the party asserting same, have not been assigned, transferred or sold, and are free of any encumbrances.

20.           All payments and obligations provided for in the Settlement Agreement to Daic shall be due and payable to Daic and/or his designee (or to his estate should Daic be deceased) and to Jimmy Williamson, P.C.

21.           The parties agree that this Settlement Agreement, including the documents referred to herein, constitutes the full, final and complete settlement of the differences between them and supersedes all other written or oral exchanges, representations, agreements, or understandings between them concerning the subject matter of this Settlement Agreement, and further agree that there are no exchanges, representations, agreements, or understandings, oral or written, concerning the subject matter of this Settlement Agreement that are not fully expressed and incorporated herein.

(Signatures Continued on Following Page)

CALYPSO WIRELESS:

CALYPSO WIRELESS, INC.

By: /s/ Cheryl L. Dotson                                      

Name: Cheryl L. Dotson                                      

Title: CFO & Director                                           

Date:  April 4, 2008

(Signatures Continued on Following Page)

DAIC:

/s/ Drago Daic                                  

Drago Daic

Date:  April 2, 2008

(Signatures Continued on Following Page)

CURTIS SCOTT HOWELL D/B/A TRIBECA:

CURTIS SCOTT HOWELL D/B/A TRIBECA

By: /s/ Curtis Scott Howell                                   

Name: Curtis Scott Howell                                     

Title: Owner                                                                            

Date:  April 2, 2008

(Signatures Continued on Following Page)

CHAMPION CLASSIC, INC.:

CHAMPION CLASSIC, INC.

By: /s/ Drago Daic                                          

Name: Drago Daic                                          

Title: President                                                 

Date:  April 2, 2008

(Signatures Continued on Following Page)

U.S. LIGHTS, INC.:

U.S. LIGHTS, INC.

By: /s/ Drago Daic                                          

Name: Drago Daic                                          

Title: President                                                 

Date:  April 2, 2008

EX-10.4

Exhibit 10.4

Exhibit “A-1”

Promissory Note

Date:	April 3, 2008
Maker:	Calypso Wireless, Inc., a Delaware corporation
Maker's Mailing Address:
	2500 NW 79th Avenue, Suite 220
	Miami, Florida 33122
Payees:	Drago Daic and Jimmy Williamson, P.C.
Place for Payment:
	c/o Jimmy Williamson
	4310 Yoakum Boulevard
	Houston, Texas 77006-5818
Principal Amount:
	$900,000.00 (NINE HUNDRED THOUSAND AND NO/100 DOLLARS)

Settlement Agreement:

This Note is issued pursuant to the terms of that certain Settlement Agreement between Maker and Drago Daic dated April 3, 2008 (the “Settlement Agreement”).

Annual Interest Rate:

Interest will accrue on the unpaid principal balance of this Note at the rate per annum equal to (i) the lesser of the Prime Interest Rate plus 1% (as defined below), adjusted on the first day of each calendar month based on the Prime Interest Rate then in effect, or (ii) the maximum rate of interest allowed under applicable law; provided, however, if at anytime the Prime Interest Rate drops below 7.5% per annum, the Prime Interest Rate for purposes of interest accruing on this Note shall be deemed to be 7.5% per annum; and provided, further, that from and after the occurrence of any Event of Default and during the continuation thereof, the outstanding principal balance of this Note will bear interest at a rate (herein, the “Default Rate”) equal to the lesser of (i) eighteen percent (18%) per annum, or (ii) the maximum rate of interest allowed under applicable law.

$900K Promissory Note

Page 1 of 4

The Prime Interest Rate means the annual rate of interest announced from time to time by JPMorgan Chase Bank as its base or prime commercial lending rate. If that rate ceases to be available, the Prime Interest Rate will be a reasonably comparable rate to be determined by Payee.

Payments will be applied first to accrued interest and the remainder to reduction of the principal amount hereunder.

Terms of Payment:

Principal and interest will be due and payable in one lump sum payment on May 3, 2008.  Notwithstanding the provisions under Annual Interest Rate above, in the event this Note, including principal and interest hereon, is not paid on or before May 3, 2008, the Annual Interest Rate hereunder from the original Date of this Note set forth above until paid in accordance herewith shall be at the Default Rate.

Maker promises to pay to Payee, at the Place for Payment and in accordance with the Terms of Payment, the Principal Amount together with interest accrued thereon at the Annual Interest Rate.

Events of Default:

The principal sum evidenced by this Note, together with accrued interest, shall become immediately due and payable at the option of Payee, without presentment or demand or any notice to Maker or any other person obligated hereon, if any of the following events or conditions (each of which shall constitute an "Event of Default") shall occur or exist:

(A)	any failure by Maker to pay when due any installment of principal or interest or any other fee due hereunder when due;
(B)	any failure of Maker to make any payments due under the terms of the Assignment Agreement (as defined in the Settlement Agreement) or the Patent Mortgage and Security Agreement (as defined in the Settlement Agreement) or any other agreement (other than this Note) executed pursuant to the terms of the Settlement Agreement and fails to cure such monetary default within ten (10) days from the date of written notice of same, or if Maker breaches any non-monetary provision of the Assignment Agreement, the Patent Mortgage and Security Agreement or any other agreement executed pursuant to the terms of the Settlement Agreement and (i) fails to cure such monetary default within twenty (20) days from the date of the written notice of same or (ii) if such non-monetary default is not of the nature than can reasonably be cured within twenty (20) days, fails to promptly commence to cure the default within twenty (20) days or fails to promptly completes such cure thereafter;
(C)	the filing by Maker of a voluntary petition in bankruptcy, the adjudication of Maker as a bankrupt or insolvent, the filing by Maker of any petition or answer seeking or acquiescing in any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future federal, state or other statute, law or regulation relating to bankruptcy, insolvency or other relief for debtors, or the appointment of any trustee, receiver or liquidator or the making of any general assignment for the benefit of creditors for the benefit of Maker or Maker’s admission in writing of its inability to pay its debts generally as they become due.

$900K Promissory Note

Page 2 of 4

Usury:

It is the intention of the parties hereto to conform strictly to applicable usury laws as in effect from time to time during the term of this Note.  Accordingly, if any transaction or transactions contemplated hereby would be usurious under applicable law (including the laws of the United States of America, or of any other jurisdiction whose laws may be mandatorily applicable), then, in that event, notwithstanding anything to the contrary in this Note, it is agreed as follows:  (i) the provisions of this paragraph shall govern and control; (ii) the aggregate of all interest under applicable laws that is contracted for, charged or received under this Note shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be promptly credited to Maker by Payee (or, if such consideration shall have been paid in full, such excess shall be promptly refunded to Maker by Payee) (iii) neither Maker nor any other person or entity now or hereafter liable in connection with this Note shall be obligated to pay the amount of such interest to the extent that it is in excess of the maximum interest permitted by the applicable usury laws; and (iv) the effective rate of interest shall be ipso facto reduced to the maximum lawful interest rate.

Prepayment:

Maker shall have the privilege to prepay this Note at any time, and from time to time, in whole or in part, without penalty or fee.  Any prepayment of principal under this Note shall include accrued interest to the date of prepayment on the principal amount being prepaid.

Waiver:

Maker and any other co-makers, endorsors, guarantors and sureties severally (i) waive notice (including, but not limited to, notice of protest, notice of dishonor and notice of intent to accelerate or notice of acceleration), demand, presentment of payment, protest and filing of suit for the purpose of fixing liability, (ii) consent that the time of payment hereof may be extended without notice to them or any of them, (iii) expressly agree that it will not be necessary for any holder hereof, in order to enforce payment of this Note by them, to first institute suit or exhaust its remedies against Maker or any others liable herefor, or to enforce its rights against any security herefor and (iv) consent to any extensions or postponements of time of payment of this Note or any other indulgences with respect hereto without notice thereof to any of them.

$900K Promissory Note

Page 3 of 4

Security:

This Note is secured by the pledge of certain assets of Payee pursuant to the terms of that certain Patent Mortgage and Security Agreement dated of even date herewith between Maker and Payee.

Governing Law:

This Note will be construed under the laws of the state of Texas, without regard to choice-of-law rules of any jurisdiction.

MAKER:

CALYPSO WIRELESS, INC.

BY: /s/ Cheryl L. Dotson

Name: Cheryl L. Dotson

Title: CFO & Director

$900K Promissory Note

Page 4 of 4

EX-10.5

Exhibit 10.5

Exhibit “A-2”

Promissory Note

Date:	April 3, 2008
Maker:	Calypso Wireless, Inc., a Delaware corporation
Maker's Mailing Address:
	2500 NW 79th Avenue, Suite 220
	Miami, Florida 33122
Payees:	Drago Daic and Jimmy Williamson, P.C.
Place for Payment:
	c/o Jimmy Williamson
	4310 Yoakum Boulevard
	Houston, Texas 77006-5818
Principal Amount:
	$350,000.00 (THREE HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS)

Settlement Agreement:

This Note is issued pursuant to the terms of that certain Settlement Agreement between Maker and Drago Daic dated April 3, 2008 (the “Settlement Agreement”).

Annual Interest Rate:

Interest will accrue on the unpaid principal balance of this Note at the rate per annum equal to (i) the lesser of the Prime Interest Rate plus 1% (as defined below), adjusted on the first day of each calendar month based on the Prime Interest Rate then in effect, or (ii) the maximum rate of interest allowed under applicable law; provided, however, if at anytime the Prime Interest Rate drops below 7.5% per annum, the Prime Interest Rate for purposes of interest accruing on this Note shall be deemed to be 7.5% per annum; and provided, further, that from and after the occurrence of any Event of Default and during the continuation thereof, the outstanding principal balance of this Note will bear interest at a rate (herein, the “Default Rate”) equal to the lesser of (i) eighteen percent (18%) per annum, or (ii) the maximum rate of interest allowed under applicable law.

$350K Promissory Note

Page 1 of 4

The Prime Interest Rate means the annual rate of interest announced from time to time by JPMorgan Chase Bank as its base or prime commercial lending rate. If that rate ceases to be available, the Prime Interest Rate will be a reasonably comparable rate to be determined by Payee.

Payments will be applied first to accrued interest and the remainder to reduction of the principal amount hereunder.

Terms of Payment:

Principal and interest will be due and payable in one lump sum payment on June 2, 2008.  Notwithstanding the provisions under Annual Interest Rate above, in the event this Note, including principal and interest hereon, is not paid on or before June 2, 2008, the Annual Interest Rate hereunder from the original Date of this Note set forth above until paid in accordance herewith shall be at the Default Rate.

Maker promises to pay to Payee, at the Place for Payment and in accordance with the Terms of Payment, the Principal Amount together with interest accrued thereon at the Annual Interest Rate.

Events of Default:

The principal sum evidenced by this Note, together with accrued interest, shall become immediately due and payable at the option of Payee, without presentment or demand or any notice to Maker or any other person obligated hereon, if any of the following events or conditions (each of which shall constitute an "Event of Default") shall occur or exist:

(A)

any failure by Maker to pay when due any installment of principal or interest or any other fee due hereunder when due;

(B)

any failure of Maker to make any payments due under the terms of the Assignment Agreement (as defined in the Settlement Agreement) or the Patent Mortgage and Security Agreement (as defined in the Settlement Agreement) or any other agreement (other than this Note) executed pursuant to the terms of the Settlement Agreement and fails to cure such monetary default within ten (10) days from the date of written notice of same, or if Maker breaches any non-monetary provision of the Assignment Agreement, the Patent Mortgage and Security Agreement or any other agreement executed pursuant to the terms of the Settlement Agreement and (i) fails to cure such monetary default within twenty (20) days from the date of the written notice of same or (ii) if such non-monetary default is not of the nature than can reasonably be cured within twenty (20) days, fails to promptly commence to cure the default within twenty (20) days or fails to promptly completes such cure thereafter;

$350K Promissory Note

Page 2 of 4

(C) the filing by Maker of a voluntary petition in bankruptcy, the adjudication of Maker as a bankrupt or insolvent, the filing by Maker of any petition or answer seeking or acquiescing in any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future federal, state or other statute, law or regulation relating to bankruptcy, insolvency or other relief for debtors, or the appointment of any trustee, receiver or liquidator or the making of any general assignment for the benefit of creditors for the benefit of Maker or Maker’s admission in writing of its inability to pay its debts generally as they become due.

Usury:

It is the intention of the parties hereto to conform strictly to applicable usury laws as in effect from time to time during the term of this Note.  Accordingly, if any transaction or transactions contemplated hereby would be usurious under applicable law (including the laws of the United States of America, or of any other jurisdiction whose laws may be mandatorily applicable), then, in that event, notwithstanding anything to the contrary in this Note, it is agreed as follows:  (i) the provisions of this paragraph shall govern and control; (ii) the aggregate of all interest under applicable laws that is contracted for, charged or received under this Note shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be promptly credited to Maker by Payee (or, if such consideration shall have been paid in full, such excess shall be promptly refunded to Maker by Payee) (iii) neither Maker nor any other person or entity now or hereafter liable in connection with this Note shall be obligated to pay the amount of such interest to the extent that it is in excess of the maximum interest permitted by the applicable usury laws; and (iv) the effective rate of interest shall be ipso facto reduced to the maximum lawful interest rate.

Prepayment:

Maker shall have the privilege to prepay this Note at any time, and from time to time, in whole or in part, without penalty or fee.  Any prepayment of principal under this Note shall include accrued interest to the date of prepayment on the principal amount being prepaid.

Waiver:

Maker and any other co-makers, endorsors, guarantors and sureties severally (i) waive notice (including, but not limited to, notice of protest, notice of dishonor and notice of intent to accelerate or notice of acceleration), demand, presentment of payment, protest and filing of suit for the purpose of fixing liability, (ii) consent that the time of payment hereof may be extended without notice to them or any of them, (iii) expressly agree that it will not be necessary for any holder hereof, in order to enforce payment of this Note by them, to first institute suit or exhaust its remedies against Maker or any others liable herefor, or to enforce its rights against any security herefor and (iv) consent to any extensions or postponements of time of payment of this Note or any other indulgences with respect hereto without notice thereof to any of them.

$350K Promissory Note

Page 3 of 4

Security:

This Note is secured by the pledge of certain assets of Payee pursuant to the terms of that certain Patent Mortgage and Security Agreement dated of even date herewith between Maker and Payee.

Governing Law:

This Note will be construed under the laws of the state of Texas, without regard to choice-of-law rules of any jurisdiction.

MAKER:

CALYPSO WIRELESS, INC.

BY: /s/ Cheryl L. Dotson

Name: Cheryl L. Dotson

Title: CFO & Director

$350K Promissory Note

Page 4 of 4

EX-10.6

Exhibit 10.6

Exhibit “A-3”

Promissory Note

Date:	April 3, 2008
Maker:	Calypso Wireless, Inc., a Delaware corporation
Maker's Mailing Address:
	2500 NW 79th Avenue, Suite 220
	Miami, Florida 33122
Payees:	Drago Daic and Jimmy Williamson, P.C.
Place for Payment:
	c/o Jimmy Williamson
	4310 Yoakum Boulevard
	Houston, Texas 77006-5818
Principal Amount:
	$1,000,000.00 (ONE MILLION AND NO/100 DOLLARS)

Settlement Agreement:

This Note is issued pursuant to the terms of that certain Settlement Agreement between Maker and Drago Daic dated April 3, 2008 (the “Settlement Agreement”).

Annual Interest Rate:

Interest will accrue on the unpaid principal balance of this Note at the rate per annum equal to (i) the lesser of the Prime Interest Rate plus 1% (as defined below), adjusted on the first day of each calendar month based on the Prime Interest Rate then in effect, or (ii) the maximum rate of interest allowed under applicable law; provided, however, if at anytime the Prime Interest Rate drops below 7.5% per annum, the Prime Interest Rate for purposes of interest accruing on this Note shall be deemed to be 7.5% per annum; and provided, further, that from and after the occurrence of any Event of Default and during the continuation thereof, the outstanding principal balance of this Note will bear interest at a rate (herein, the “Default Rate”) equal to the lesser of (i) eighteen percent (18%) per annum, or (ii) the maximum rate of interest allowed under applicable law.

$1Million Promissory Note

Page 1 of 4

The Prime Interest Rate means the annual rate of interest announced from time to time by JPMorgan Chase Bank as its base or prime commercial lending rate. If that rate ceases to be available, the Prime Interest Rate will be a reasonably comparable rate to be determined by Payee.

Payments will be applied first to accrued interest and the remainder to reduction of the principal amount hereunder.

Terms of Payment:

Principal and interest will be due and payable in one lump sum payment on April 3, 2009.  Notwithstanding the provisions under Annual Interest Rate above, in the event this Note, including principal and interest hereon, is not paid on or before April 3, 2009, the Annual Interest Rate hereunder from the original Date of this Note set forth above until paid in accordance herewith shall be at the Default Rate.

Maker promises to pay to Payee, at the Place for Payment and in accordance with the Terms of Payment, the Principal Amount together with interest accrued thereon at the Annual Interest Rate.

Events of Default:

The principal sum evidenced by this Note, together with accrued interest, shall become immediately due and payable at the option of Payee, without presentment or demand or any notice to Maker or any other person obligated hereon, if any of the following events or conditions (each of which shall constitute an "Event of Default") shall occur or exist:

(A)

any failure by Maker to pay when due any installment of principal or interest or any other fee due hereunder when due;

(B)

any failure of Maker to make any payments due under the terms of the Assignment Agreement (as defined in the Settlement Agreement) or the Patent Mortgage and Security Agreement (as defined in the Settlement Agreement) or any other agreement (other than this Note) executed pursuant to the terms of the Settlement Agreement and fails to cure such monetary default within ten (10) days from the date of written notice of same, or if Maker breaches any non-monetary provision of the Assignment Agreement, the Patent Mortgage and Security Agreement or any other agreement executed pursuant to the terms of the Settlement Agreement and (i) fails to cure such monetary default within twenty (20) days from the date of the written notice of same or (ii) if such non-monetary default is not of the nature than can reasonably be cured within twenty (20) days, fails to promptly commence to cure the default within twenty (20) days or fails to promptly completes such cure thereafter;

$1Million Promissory Note

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(C) the filing by Maker of a voluntary petition in bankruptcy, the adjudication of Maker as a bankrupt or insolvent, the filing by Maker of any petition or answer seeking or acquiescing in any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future federal, state or other statute, law or regulation relating to bankruptcy, insolvency or other relief for debtors, or the appointment of any trustee, receiver or liquidator or the making of any general assignment for the benefit of creditors for the benefit of Maker or Maker’s admission in writing of its inability to pay its debts generally as they become due.

Usury:

It is the intention of the parties hereto to conform strictly to applicable usury laws as in effect from time to time during the term of this Note.  Accordingly, if any transaction or transactions contemplated hereby would be usurious under applicable law (including the laws of the United States of America, or of any other jurisdiction whose laws may be mandatorily applicable), then, in that event, notwithstanding anything to the contrary in this Note, it is agreed as follows:  (i) the provisions of this paragraph shall govern and control; (ii) the aggregate of all interest under applicable laws that is contracted for, charged or received under this Note shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be promptly credited to Maker by Payee (or, if such consideration shall have been paid in full, such excess shall be promptly refunded to Maker by Payee) (iii) neither Maker nor any other person or entity now or hereafter liable in connection with this Note shall be obligated to pay the amount of such interest to the extent that it is in excess of the maximum interest permitted by the applicable usury laws; and (iv) the effective rate of interest shall be ipso facto reduced to the maximum lawful interest rate.

Prepayment:

Maker shall have the privilege to prepay this Note at any time, and from time to time, in whole or in part, without penalty or fee.  Any prepayment of principal under this Note shall include accrued interest to the date of prepayment on the principal amount being prepaid.

Waiver:

Maker and any other co-makers, endorsors, guarantors and sureties severally (i) waive notice (including, but not limited to, notice of protest, notice of dishonor and notice of intent to accelerate or notice of acceleration), demand, presentment of payment, protest and filing of suit for the purpose of fixing liability, (ii) consent that the time of payment hereof may be extended without notice to them or any of them, (iii) expressly agree that it will not be necessary for any holder hereof, in order to enforce payment of this Note by them, to first institute suit or exhaust its remedies against Maker or any others liable herefor, or to enforce its rights against any security herefor and (iv) consent to any extensions or postponements of time of payment of this Note or any other indulgences with respect hereto without notice thereof to any of them.

$1Million Promissory Note

Page 3 of 4

Security:

This Note is secured by the pledge of certain assets of Payee pursuant to the terms of that certain Patent Mortgage and Security Agreement dated of even date herewith between Maker and Payee.

Governing Law:

This Note will be construed under the laws of the state of Texas, without regard to choice-of-law rules of any jurisdiction.

MAKER:

CALYPSO WIRELESS, INC.

BY: /s/ Cheryl L. Dotson 

Name: Cheryl L. Dotson

Title: CFO & Director

$1Million Promissory Note

Page 4 of 4

EX-10.7

Exhibit 10.7

Exhibit “B”

ASSIGNMENT AGREEMENT

WITH RESPECT TO UNDIVIDED INTEREST IN PATENTS

This ASSIGNMENT AGREEMENT WITH RESPECT TO UNDIVIDED INTEREST IN PATENTS(“Assignment Agreement”), dated as of April 3, 2008 (the “Closing Date”), is entered into by and between Calypso Wireless, Inc., a Delaware Corporation (“Assignor”), and Jimmy Williamson, P.C., a Texas professional corporation (“Williamson”), and Drago Daic, an individual residing in Houston, Texas (“Daic” with Williamson and Daic being collectively referred to as “Assignee”).  Assignor and Assignee are each sometimes referred to herein as “Party” and collectively as “Parties”.  Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Settlement Agreement, as defined below.

WHEREAS, a dispute had arisen between the Parties with respect to certain patent rights owned by Assignor commonly known as “ASNAP” and more particularly described as United States Patent No. US 6,680,923 B1; and “Baxter Patents” and more particularly described as United States Patent No. US 6,385,306, United States Patent No. US6,765,996, United States Patent No. US 6,839,413, and United States Patent No. US 7,031,439.

WHEREAS, the Parties have entered into a Settlement Agreement dated April 3, 2008, providing for the resolution of the above described dispute (the “Settlement Agreement”);

WHEREAS, pursuant to the Settlement Agreement, Assignor has agreed to enter into this Assignment Agreement at the Closing of the Settlement Agreement;

NOW THEREFORE, in consideration of the premises and mutual covenants herein contained, Assignor and Assignee agree as follows:

1.           Assignment.

(a)           Assignor does hereby SELL, ASSIGN, AND TRANSFER to Assignee an undivided twenty five percent (25%) interest in and to the ASNAP Patent and Baxter Patents (collectively the “Patent”) which are more fully described herein below in paragraphs (i) and (ii) and shall mean as follows:

(i) “ASNAP Patents” shall mean: (1) United States Patent No. US 6,680,923 B1, U.S. Patent Application Serial No. 11/040,482, and PCT Application No. PCT/US01/07528 (2) all patents and applications throughout the world that claim priority to, directly or indirectly, or from which the foregoing claim priority, directly or indirectly; (3) all substitutions for and divisions, continuations, continuations-in-part, renewals, reissues, patent cooperation treaty applications, foreign applications, national phase entries, and extensions of the foregoing patents and applications throughout the world, and including patent applications and applications throughout the world for like protection that have now been or may in the future be granted on the invention disclosed in any of the foregoing patents or applications, including without limitation, those obtained or permissible under past, present, and future laws and statutes; and (4) all right, title, and interest in and to any and all rights and causes of action based on, arising out of, related to, or on account of past, present, and future unauthorized use and/or infringement of any and all of the foregoing, including but not limited to all past, present, and future awards, damages, and remedies related thereto or arising therefrom.

1

(ii) The “Baxter Patents” shall mean: (1) United States Patents No. 6,385,306, No. 6,765,996, No. 6,839,412 and No. 7,031,439; (2) all patents and applications throughout the world that claim priority to (directly or indirectly) the foregoing, or from which the foregoing claim priority (directly or indirectly); (3) all substitutions for and divisions, continuations, continuations-in-part, renewals, reissues, patent cooperation treaty applications, foreign applications, national phase entries, and extensions of the foregoing patents and applications throughout the world, and including patent applications and applications throughout the world for like protection that have now been or may in the future be granted on the invention disclosed in any of the foregoing patents or applications, including without limitation, those obtained or permissible under past, present, and future laws and statutes; and (4) all right, title, and interest in and to any and all rights and causes of action based on, arising out of, related to, or on account of past, present, and future unauthorized use and/or infringement of the any and all of the foregoing, including but not limited to all past, present, and future awards, damages, and remedies related thereto or arising therefrom.

Assignee’s twenty-five percent (25%) interest shall also include twenty-five percent (25%) of all proceeds arising out of or related to the Patents, including but not limited to: (a) all monies, revenues, and non-monetary consideration received by Assignor from the use, manufacture, sale, license, offer for sale or license, and importation of all methods and products that fall within the scope of at least one claim of the Patents and (b) all monies, revenues, and non-monetary consideration received in settlement of or as damages for (including enhanced damages) any dispute, suit, action, or claim arising out of or related to the Patents.

(b)           With the exception of those rights expressly transferred by Assignor to Assignee pursuant to this Assignment Agreement, Assignee transfers to Assignor all right, title and interest in and to the Patent that Daic may have or heretofore have acquired, whether pursuant to the litigation between the parties or otherwise.  Assignee further represents and warrants that they have not, prior to entering into this Assignment Agreement, transferred or assigned any interest in the Patent to any other party.

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2.           Representations and Warranties of Assignor.Assignor does hereby represent and warrant to Assignee that:

(a)	Neither the Patent nor any claims thereof has been held invalid or unenforceable and, to the best of Assignor’s knowledge, the Patent is valid and enforceable.
(b)	Assignor shall not challenge the validity or enforceability of the Patent.
(c)	The Patent is not, nor has it ever been, the subject of, or involved in, any suit, action or reexamination or reissue proceeding other than the suit that is described in the Settlement Agreement (such litigation being referred to as the “Litigation”).
(d)	To the best of Assignor’s knowledge, aside from the Litigation, there are no past or present threatened claims or litigation contesting the validity, enforceability, infringement, ownership or right to use, make, import, sell, license, or offer for sale or license any rights in the Patent or, to the best of Assignor’s knowledge, other than with respect to the Litigation, is there any basis for such claims or litigation.
(e)	Other than as provided for in this Assignment Agreement, Assignor owns and holds all right, title, claim, and interest in and to the Patent and no assignment, grant, mortgage, lien, restriction, encumbrance, or other agreement affecting the Patent has been or will be made to others by the Assignor.
(f)	Assignor possesses the full right to convey the interest conveyed in this Assignment Agreement in the Patent to Assignee.
(g)	There are no current licenses, or options, commitments or agreements to license any rights, in and to the Patent.
(h)	All maintenance fees or annuity fees have been paid on the Patent and the Patent has not expired for failure to pay maintenance or annuity fees.
(i)	Assignor is not aware of any prior article, document, use, or information that would invalidate any of the claims of the Patent.
(j)	To the best of Assignor’s knowledge, the applicants’ attorneys, agents, and other individuals associated with the filing or prosecution of the Patent disclosed to the appropriate patent office all information known to them to be material to the patentability of the Patent.
(k)	To the best of Assignor’s knowledge, the inventor named in the Patent is the original, sole, and true inventor of the inventions claimed in the Patent.

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3.           Covenants of Assignee.  Assignee hereby covenants and promises that:

(a)	Assignee will not use, license or otherwise convey or assign any rights in and to the Patent; and
(b)	Assignee will not sell, assign or pledge its rights and interests under this Assignment Agreement unless the purchaser, assignee or pledgee agrees to accept and be bound by all the terms of this Assignment Agreement.

4.           Assignee’s Rights in the Management of the Patent.

(a)           Prior to any sale, license or other transfer (any such transaction being referred to herein as a “Transfer”) of any rights in the Patent, Assignor shall provide reasonable information with respect to the proposed Transfer to Assignee such that Assignee can evaluate the Transfer.  Assignor agrees that it will not Transfer any rights in the Patent to an Affiliate of Assignor, nor will Assignor enter into any Transfer that is contingent upon entering into a second transaction if the effect of the combined transactions would be reasonably construed to unfairly move consideration away from the Transfer to the second transaction.  Assignor agrees that any Transfer of the Patent must be on an arm’s length basis.  Aside from the foregoing, Assignee shall be obligated to approve any Transfer requested pursuant to notice as provided herein, so long as (i) the Transfer provides for Assignee to receive its twenty five percent (25%) interest in the proceeds directly from the recipient of the Transfer; (ii) the directors of Assignor (the “Directors”) approve the Transfer; (iii) the decision of the Directors is informed by all material information reasonably available; (iv) the Directors are disinterested and independent; and (v) the Directors act with the honest belief that the Transfer is in the best interest of the owners of the Patent.  With the sole exception of the limited right of approval set forth herein, Assignee shall have no right to direct or to participate in any way in any negotiations or discussions relating to any Transfer of the Patent.  For purposes hereof, “Affiliate” shall mean with respect to any specified Person, any Person that, directly or indirectly, controls, is controlled by, or is under common control with, such specified Person, through one or more intermediaries or otherwise and “Person” shall mean any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

(b)           No Transfer shall be made of the Patent without the written approval of Assignee.  Prior to any Transfer, after being provided with the information required under paragraph (a) above and assuming the Transfer complies with the other provisions of paragraph (a), Assignee shall be obligated to approve the Transfer upon five (5) days notice thereof.  In such event, Assignee shall also be obligated to comply with such reasonable requests as may be made by Assignor relating to the Transfer, including the documentation of the Transfer.  Formal approval shall be evidenced by the written consent of either Williamson or Daic.

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(c)           Except as provided herein, Assignee shall have no rights in or to the management of the Patent.

(d)           In the event that Assignor brings a suit, action or claim related to infringement, validity, or enforceability of the Patent, Assignee consents to being named as a co-party in such suit, action or claim (including but not limited to giving its consent to venue and personal jurisdiction in the venue selected by Assignor).  Assignor shall pay all attorney’s fees and other costs incurred to bring and prosecute such a suit, action or claim including all attorney’s fees and other costs with respect to Assignee’s interest in the Patent.  In the event that a recovery is obtained, Assignor shall be entitled to deduct, from the proceeds of such suit, action or claim payable to Assignee, the Assignee’s proportionate share of the attorney’s fees and other costs incurred with respect to the suit, action or claim.

5.           Arbitration.  In the event Assignee does not approve the Transfer within the time period specified above, Assignor shall be permitted to submit its request for approval of the Transfer to binding arbitration in accordance with this paragraph 4.  In such event, Assignor’s right to have the Transfer approved, including the reasonableness of Assignee’s refusal or failure to approve the Transfer, shall be settled by arbitration administered by the American Arbitration Association in Texas in accordance with its Commercial Arbitration Rules.  The matter will be submitted for decision by a single arbitrator, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.  The parties will request an expedited schedule in any such arbitration.

6.           Notices.  Any notices or other communications required or permitted under, or otherwise in connection with this Assignment Agreement, shall be in writing and shall be deemed to have been duly given (i) when delivered in person; (ii) upon confirmation of receipt when transmitted by facsimile transmission (but only if followed by transmittal by national overnight courier or hand delivery on the next Business Day; (iii) three (three) days following deposit in a regularly maintained receptacle for the United States mail, registered or certified, postage fully prepaid; or (iv) on the next Business Day if transmitted by national overnight courier, in each case to the address set forth below or at such other address as such party may have previously specified by notice provided in accordance herewith:

If to Assignor, to:

Calypso Wireless, Inc.

2500 NW 79th Avenue, Suite 220

Miami, Florida 33122

Attention:

Facsimile No.

5

with a copy to:

Zimmerman, Axelrad, Meyer, Stern & Wise, P.C.

3040 Post Oak Boulevard, Suite 1300

Houston, Texas 77056-6560

Attn:  Brian Zimmerman

Facsimile No. (713)963-0869

If to Assignee, to:

Drago Daic

xx xxxx xxxxxxxx xxxx xxxxx

xxxxxx xxxxx xxxxx

xxxxxxxxxx xx xxxxxxxxxxx

and to:

Jimmy Williamson, P.C.

4310 Yoakum Boulevard

Houston, Texas 77006

Facsimile No. (713)223-0001

with a copy to:

Boyar & Miller, P.C.

4265 San Felipe, Suite 1200

Houston, Texas 77027

Attention:  Gary W. Miller

Facsimile No.:  (713) 522-1758

7.           Further Actions.  When requested and at the expense of the Assignee,  Assignor shall carry out in good faith the intent and purpose of this Patent Assignment and generally do everything possible which the Assignee shall consider desirable for vesting in the Assignee the undivided interest in the title to the Patent described herein.

8.           Reconveyance to Assignor.  At such time as Assignee has received an aggregate of $20,000,000 in cash as a result of the ownership interest in the Patent conveyed pursuant hereto, Assignee shall reconvey to Assignor all rights received pursuant to this Patent Assignment.  Simultaneous therewith, Assignor and Assignee shall execute and deliver to the other the Patent Proceeds Assignment in the form attached hereto as Exhibit “C”.

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9.           Counterparts.  This Patent Assignment may be executed in any number of counterparts, and each counterpart hereof shall be deemed to be an original instrument, but all such counterparts shall constitute but one agreement.

10.           Descriptive Headings.  The descriptive headings of this Patent Assignment are inserted for convenience only and shall not be deemed to affect the meaning or construction of any of the provisions hereof.

11.           Governing Law.  The terms of this Patent Assignment shall be construed and enforced under the laws of the State of Texas, without regard to principles of conflicts of laws.

12.           Binding Effect.  This Patent Assignment, and all the terms and provisions hereof, shall be binding upon and shall inure to the benefit of Assignor and Assignee, and their respective successors and assigns, as the case may be.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, this Assignment Agreement has been duly executed and delivered as of the date first above written.

ASSIGNOR:

CALYPSO WIRELESS, INC.,

a Delaware corporation

By: /s/ Cheryl L. Dotson                                 

Name: Cheryl L. Dotson                                  

Title: CFO & Director                                       

Date: April 4, 2008

ASSIGNEE:

JIMMY WILLIAMSON, P.C.

a Texas professional corporation

By: /s/ Jimmy Williamson                                

Jimmy Williamson, President

/s/ Drago Daic                                                    

DRAGO DAIC

8

STATE OF _______	§
	§  ss.
COUNTY OF _____	§

BEFORE ME, the undersigned authority, on this _____ day of ______________, 2008, personally appeared ______________________, the _______________________ of Calypso Wireless, Inc., a Delaware corporation, known to me to be the person and officer whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same of his own free will for the purposes and consideration therein expressed and on behalf of said corporation.

_____________________________________

Signature of Notary

[Seal]

STATE OF TEXAS	§
	§  ss.
COUNTY OF HARRIS	§

BEFORE ME, the undersigned authority, on this 3 day of April, 2008, personally appeared Jimmy Williamson, President of Jimmy Williamson, P.C., a Texas professional corporation, known to me to be the person and officer whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same of his own free will for the purposes and consideration therein expressed and on behalf of said corporation.

/s/ Marsha L. Page               

Signature of Notary

[Seal]

STATE OF TEXAS	§
	§  ss.
COUNTY OF HARRIS	§

Before me, a notary public, on this 2 day of April, 2008,  personally appeared Drago Daic, known to me to be the person whose name is subscribed to the foregoing document and, being by me first duly sworn, declared that the statements therein contained are true and correct.

/s/ Kathleen A. Rushlow       

Notary Public, in and for the State of Texas

[Seal]

9

EX-10.8

Exhibit 10.8

Exhibit “C”

PATENT PROCEEDS ASSIGNMENT

THIS PATENT PROCEEDS ASSIGNMENT (“Patent Proceeds Assignment”) is entered into by and between Drago Daic, an individual residing in Houston, Texas (“Daic”), Jimmy Williamson, P.C., a Texas professional corporation (“Williamson PC”) (Daic and Williamson being collectively referred to as the “Daic Parties”), and Calypso Wireless, Inc., a Delaware corporation (“Calypso”), on this ____ day of _________________, 200_.

W I T N E S S E T H

WHEREAS, a dispute had arisen between the parties with respect to certain patent rights owned by Calypso commonly known as “ASNAP” and “Baxter” and more particularly described as the ASNAP Patents and Baxter Patents (collectively the “Patent”) which are more fully described herein below in paragraphs (i) and (ii) and shall mean as follows:

(i) “ASNAP Patents” shall mean: (1) United States Patent No. US 6,680,923 B1, U.S. Patent Application Serial No. 11/040,482, and PCT Application No. PCT/US01/07528 (2) all patents and applications throughout the world that claim priority to, directly or indirectly, or from which the foregoing claim priority, directly or indirectly; (3) all substitutions for and divisions, continuations, continuations-in-part, renewals, reissues, patent cooperation treaty applications, foreign applications, national phase entries, and extensions of the foregoing patents and applications throughout the world, and including patent applications and applications throughout the world for like protection that have now been or may in the future be granted on the invention disclosed in any of the foregoing patents or applications, including without limitation, those obtained or permissible under past, present, and future laws and statutes; and (4) all right, title, and interest in and to any and all rights and causes of action based on, arising out of, related to, or on account of past, present, and future unauthorized use and/or infringement of any and all of the foregoing, including but not limited to all past, present, and future awards, damages, and remedies related thereto or arising therefrom.

(ii) The “Baxter Patents” shall mean: (1) United States Patents No. 6,385,306, No. 6,765,996, No. 6,839,412 and No. 7,031,439; (2) all patents and applications throughout the world that claim priority to (directly or indirectly) the foregoing, or from which the foregoing claim priority (directly or indirectly); (3) all substitutions for and divisions, continuations, continuations-in-part, renewals, reissues, patent cooperation treaty applications, foreign applications, national phase entries, and extensions of the foregoing patents and applications throughout the world, and including patent applications and applications throughout the world for like protection that have now been or may in the future be granted on the invention disclosed in any of the foregoing patents or applications, including without limitation, those obtained or permissible under past, present, and future laws and statutes; and (4) all right, title, and interest in and to any and all rights and causes of action based on, arising out of, related to, or on account of past, present, and future unauthorized use and/or infringement of the any and all of the foregoing, including but not limited to all past, present, and future awards, damages, and remedies related thereto or arising therefrom.

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WHEREAS, the Parties have resolved their dispute to their mutual satisfaction, as further described in a Settlement Agreement between the parties hereto dated April __, 2008 (the “Settlement Agreement”);

WHEREAS, pursuant to the terms of the Settlement Agreement, Calypso conveyed to the Daic Parties an undivided twenty five percent (25%) interest in and to the ASNAP and Baxter Patents (the “Patent Ownership Interest”) pursuant to that certain Assignment Agreement with Respect to Undivided Interest in Patents dated April __, 2008 (the “Assignment Agreement”);

WHEREAS, pursuant to the terms of the Assignment Agreement, the Daic Parties were obligated to reconvey the Patent Ownership Interest to Calypso upon receipt of $20,000,000 in cash pursuant to the Assignment Agreement and, simultaneous with the reconveyance of such interest, the Daic Parties and Calypso were to enter into this Patent Proceeds Assignment;

WHEREAS, the Daic Parties have received $20,000,000 in cash pursuant to the Assignment Agreement and simultaneous with the execution of this Patent Proceeds Assignment, the Daic Parties have reconveyed the Patent Ownership Interest to Calypso;

NOW, THEREFORE, in consideration of the payments set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged herewith by the Parties, and the mutual covenants and promises hereinafter made, it is mutually agreed by and between the parties, as follows:

1.           Definitions.  The following capitalized terms used in this Patent Proceeds Assignment have the following meanings:

“Proceeds” shall mean the value of all consideration paid to Calypso attributable to:  (i) the revenues or amounts or value realized by Calypso in connection with the use, sale, or importation of a method or product falling within at least one claim of an ASNAP Patent, (ii) the license of ASNAP Patent to a third party, (iii) the assignment of the ASNAP Patents to a third party; and/or (iv) any and all other revenue of any kind whatsoever realized by Calypso arising from, by, through or under, the ASNAP Patents, further including but not limited to all monies, revenues, and non-monetary consideration received in settlement of or as damages for (including enhanced damages) any dispute, suit, action, or claim arising out of or related to the Patents.

2

“Proceeds” shall mean the value of all consideration paid to Calypso attributable to:  (i) the revenues or amounts or value realized by Calypso in connection with the use, sale, or importation of a method or product falling within at least one claim of a Baxter Patent(s), (ii) the license of Baxter Patents to a third party, (iii) the assignment of the Baxter Patents to a third party; and/or (iv) any and all other revenue of any kind whatsoever realized by Calypso arising from, by, through or under, the Baxter Patents, further including but not limited to all monies, revenues, and non-monetary consideration received in settlement of or as damages for (including enhanced damages) any dispute, suit, action, or claim arising out of or related to the Patents.

“Affiliate” shall mean with respect to any specified Person, any Person that, directly or indirectly, controls, is controlled by, or is under common control with, such specified Person, through one or more intermediaries or otherwise.

“Person” shall mean any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

2.           Term.  This Patent Proceeds Assignment shall be effective until the expiration of all ASNAP Patents and all Baxter Patents (the “Term”).

3.           Payment.  The Daic Parties shall be paid five percent (5%) of the Proceeds (the “ASNAP and Baxter Payments”) for the term of this Agreement.

All ASNAP and Baxter Payments shall be made and delivered to the Daic Parties in care of the Jimmy Williamson, P.C., trust account.  Simultaneous with the execution of this Patent Proceeds Assignment, Williamson shall provide Calypso with the details of the Jimmy Williamson, P.C. trust account and shall update such information as it may change from time to time.  To the extent that ASNAP and Baxter Payments are to be made from revenues received from a third party, whether through sale, licensing or otherwise, Calypso shall require that such third party make all ASNAP and Baxter Payments directly to the Jimmy Williamson, P.C. trust account.  To the extent of any agreement executed by Calypso prior to the effective date hereof, which agreements may eventually lead to payments under this Patent Proceeds Assignment, Calypso shall provide in advance under such agreements for the possible eventual termination of the Daic Parties ownership interest in the ASNAP and Baxter Patents and commencement of interest pursuant to this Patent Proceeds Assignment.

All of said ASNAP and Baxter Payments shall be due and payable to the Daic Parties and/or their respective designees (or to his Estate should Daic be deceased) within thirty (30) days of the end of each calendar quarter for Proceeds received by Calypso or due to Calypso during the immediately preceding calendar quarter.

3

4.           Payment Reports.  Along with the ASNAP and Baxter Payments, Calypso shall also provide to the Daic Parties, within thirty (30) days after the end of each calendar quarter during which any ASNAP and Baxter Payments are due, a report, duly certified by an officer or authorized agent of Calypso having capacity to so certify, specifying: (a) the time period covered by the report; (b) the total Proceeds received by or due to Calypso in such quarter; and (c) the ASNAP and Baxter Payments amount payable to the Daic Parties (the “Reports”).

5.           Audit.  Calypso shall make and retain true and accurate records, files and books of account containing all the data reasonably required for the full computation and verification of the ASNAP and Baxter Payments to be paid and the information to be given in the Reports for no less than three (3) years after each such calendar quarter.  Once each year during the Term of this Agreement, Calypso shall permit an independent audit of such records, files and books of account, by an independent accountant of the Daic Parties’ choosing (the “Daic Parties’ Accountant”), and at the Daic Parties’ cost (except as provided below), upon reasonable notice to Calypso by the Daic Parties. The selection of the Daic Parties’ Accountant shall be subject to the approval of Calypso, which approval shall not be unreasonably withheld or delayed.  The Daic Parties’ Accountant shall limit his/her review only to those materials reasonably necessary, in the discretion of said Daic Parties’ Accountant, to determine the accuracy of said Reports and the amounts due and owing under this Patent Proceeds Assignment, if any.  The Daic Parties’ Accountant shall maintain the confidentiality of all materials so reviewed, even as to the Daic Parties, limiting his/her reporting (herein, the “Daic Parties’ Accountants’ Report”) to the Daic Parties , with a copy to Calypso, only to whether or not the Reports are accurate and the amount of any discrepancy.  If, as a result of any such audit, it is determined that additional payments were due and owing to the Daic Parties from Calypso (“Additional Payment”), such Additional Payment shall be paid to the Daic Parties within thirty (30) days of the mutual verification of said discrepancy by Calypso.  In the event the Parties are unable to agree as to the Additional Payment, if any, within sixty (60) days of the submission of the Daic Parties’ Accountant’s Report to the Daic Parties with a copy to Calypso, then the Parties shall jointly engage the services of either the Houston office of UHY Ltd. or BKD (so long as none of the parties have utilized the services of such firm(s) within the five year period prior to such engagement), as determined by agreement of the Daic Parties and Calypso (and if no such agreement can be made, then chosen at random by a drawing supervised by counsel for the Parties), with the accounting firm so chosen referred to herein as the “Neutral Accountant”.  Upon such selection, the parties shall submit the Reports, together with the Daic Parties’ Accountant’s Report and the work papers of the Daic Parties’ Accountant, to the Independent Accountant for review, whose determination as to the accuracy of said Reports and the amount of any discrepancy shall be final.  If both of such firms are excluded as a result of having worked for either of the Daic Parties or Calypso, the parties shall jointly choose another regional accounting firm as the Neutral Accountant.  The cost of such audit shall be shared equally by Calypso and the Daic Parties; however, in the event the Daic Parties’ Accountants’ Report reveals an error in the Reports of at least five percent in favor of the Daic Parties and either such report is accepted by Calypso or such an error of not less than five percent is confirmed by the Neutral Accountant, then the cost of both the Daic Parties’ Accountant’s Report and the audit of the Neutral Accountant shall be paid by Calypso (or any amounts already paid by the Daic Parties refunded by Calypso to the Daic Parties).

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6.           General Provisions:  Nothing contained in this Agreement shall be construed as:

(a)           Conferring to the Daic Parties any ownership in and to said ASNAP Patent or Baxter Patents.

(b)           Requiring an ownership interest in said ASNAP Patent or Baxter Patents on the part of the Daic Parties as a condition for receiving the ASNAP and Baxter Payments set forth herein.

7.           Transaction Restriction.  As provided in the Settlement Agreement and reaffirmed hereby, Calypso shall not license or sell the ASNAP Patent or Baxter Patents to any Affiliate or other related party, or in any other transaction that is not at arms length between the parties, without the prior written consent of the Daic Parties.

8.           Notice.  Any notices or other communications required or permitted under, or otherwise in connection with this Patent Proceeds Assignment, shall be in writing and shall be deemed to have been duly given (i) when delivered in person; (ii) upon confirmation of receipt when transmitted by facsimile transmission (but only if followed by transmittal by national overnight courier or hand delivery on the next business day; (iii) three (3) days following deposit in a regularly maintained receptacle for the United States mail, registered or certified, postage fully prepaid; or (iv) on the next business day if transmitted by national overnight courier, in each case to the address set forth below or at such other address as such party may have previously specified by notice provided in accordance herewith:

If to Calypso, to:

Calypso Wireless, Inc.

2500 NW 79th Avenue, Suite 220

Miami, Florida 33122

Attention:

Facsimile No.

with a copy to:

Zimmerman, Axelrad, Meyer, Stern & Wise, P.C.

3040 Post Oak Boulevard, Suite 1300

Houston, Texas 77056-6560

Attn:  Brian Zimmerman

Facsimile No. (713)963-0869

5

If to the Daic Parties, to:

Drago Daic

xx xxxx xxxxxxxx xxxx xxxxx

xxxxxx xxxxx xxxxx

xxxxxxxxx xx xxxxxxxxxx

and to:

Jimmy Williamson, P.C.

4310 Yoakum Boulevard

Houston, Texas 77006

Facsimile No. (713)223-0001

with a copy to:

Boyar & Miller, P.C.

4265 San Felipe, Suite 1200

Houston, Texas 77027

Attention:  Gary W. Miller

Facsimile No.:  (713) 552-1758

9.           Limitations on Restrictions.  Nothing contained in this Agreement shall be construed as restricting the rights of Calypso to make, have made, import, use, sell or ship goods covered under the ASNAP Patent or the Baxter Patents, or except as expressly provided herein, to restrict Calypso’s rights to license or assign the ASNAP Patent and the Baxter Patents.

10.           Enforceability.  If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable.  If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

11.           Authority. Each party represents and warrants to the other that it has the full right, power and authority to enter into this Agreement and to perform all of its obligations hereunder, and that its below-signed representative has authority to execute this Agreement on its behalf.

12.           No Waiver or Release of Settlement Agreement.  By entering into this Assignment, the parties do not waive or release any provision of the Settlement Agreement.

13.           Applicable Law.  It is agreed by the parties that this Agreement shall be construed according to the laws of the United States and of the State of Texas, U.S.A., and that any actions to enforce the terms hereof, or for breach hereof, shall be brought in either the federal or state courts of the State of Texas, without regard to principles of conflicts of laws.

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14.           Entire Agreement.  This Agreement, the Settlement Agreement, and the other documents described in the Settlement Agreement set forth the entire agreement and understanding between the parties as to the subject matter hereof and merge all prior discussions between them, and none of the parties shall be bound by any conditions, definitions, warranties, understandings or representations with respect to such subject matter other than as expressly provided herein or as duly set forth on or subsequent to the date hereof in writing and signed by a proper and duly authorized officer or representative of the party to be bound thereby.

15.           No Partnership.  Nothing in this Agreement shall in anyway be interpreted as creating a partnership, joint venture or any other joint business endeavor between Calypso and the Daic Parties, or either of them.

16.           Headings.  The paragraph order and headings are for convenience only, and shall not be deemed to affect in any way the language, obligations or the provisions to which they refer.

IN WITNESS WHEREOF, this Patent Proceeds Assignment has been signed by the respective parties by their duly authorized officers or representatives as of the day and year first above written.

CALYPSO:

CALYPSO WIRELESS, INC.,

a Delaware corporation

By: /s/ Cheryl L. Dotson                         

Name: Cheryl L. Dotson                         

Title: CFO & Director                              

ASSIGNEE:

JIMMY WILLIAMSON, P.C.,

a Texas professional corporation

By:_________________________________

Jimmy Williamson, President

____________________________________

DRAGO DAIC

7

EX-10.9

Exhibit 10.9

Exhibit “D”

PATENT MORTGAGE AND SECURITY AGREEMENT

THIS PATENT MORTGAGE AND SECURITY AGREEMENT ("Security Agreement") is made as of April 3, 2008, by and between Calypso Wireless, Inc., a Delaware corporation ("Debtor"), and Drago Daic, an individual residing in Houston, Texas (“Daic”), and Jimmy Williamson, P.C., a Texas professional corporation (“Williamson PC” and collectively with Daic, "Secured Party").

WHEREAS,

A.           Debtor and Daic are parties to that certain Settlement Agreement dated April 2, 2008;

B.           Pursuant to the Settlement Agreement, Debtor has executed that certain Promissory Note, dated April 2, 2008, made payable to Secured Party in the original principal amount of ONE MILLION AND NO/100 DOLLARS ($900,000.00) (the “Promissory Note A-1”); and

C.           Pursuant to the Settlement Agreement, Debtor has executed that certain Promissory Note, dated April 2, 2008, made payable to Secured Party in the original principal amount of ONE MILLION AND NO/100 DOLLARS ($350,000.00) (the “Promissory Note A-2”); and

D.           Pursuant to the Settlement Agreement, Debtor has executed that certain Promissory Note, dated April 2, 2008, made payable to Secured Party in the original principal amount of ONE MILLION AND NO/100 DOLLARS ($1,000,000.00) (the “Promissory Note A-3” and  together with Promissory Note A-1 and Promissory Note A-2, the “Promissory Notes”); and

E.           Pursuant to the Settlement Agreement, Debtor and Daic have executed that certain Assignment Agreement With Respect to Undivided Interest in Patent, dated April 2, 2008 (the “Assignment Agreement”), pursuant to which Debtor has assigned to Secured Party an undivided interest in the ASNAP Patent and the Baxter Patents (as defined below); and

D.           To secure Debtor’s obligations under the Settlement Agreement, including without limitation its obligations under the Promissory Notes and Assignment Agreement, Debtor has agreed to grant a security interest in certain patent rights owned by Debtor commonly known as “ASNAP” and “Baxter”, including, but not limited to the ASNAP Patent and Baxter Patents (collectively the “Patent”) which are more fully described herein below in paragraphs (i) and (ii) and shall mean as follows:

(i) “ASNAP Patents” shall mean: (1) United States Patent No. US 6,680,923 B1, U.S. Patent Application Serial No. 11/040,482, and PCT Application No. PCT/US01/07528 (2) all patents and applications throughout the world that claim priority to, directly or indirectly, or from which the foregoing claim priority, directly or indirectly; (3) all substitutions for and divisions, continuations, continuations-in-part, renewals, reissues, patent cooperation treaty applications, foreign applications, national phase entries, and extensions of the foregoing patents and applications throughout the world, and including patent applications and applications throughout the world for like protection that have now been or may in the future be granted on the invention disclosed in any of the foregoing patents or applications, including without limitation, those obtained or permissible under past, present, and future laws and statutes; and (4) all right, title, and interest in and to any and all rights and causes of action based on, arising out of, related to, or on account of past, present, and future unauthorized use and/or infringement of any and all of the foregoing, including but not limited to all past, present, and future awards, damages, and remedies related thereto or arising therefrom.

1

(ii) The “Baxter Patents” shall mean: (1) United States Patents No. 6,385,306, No. 6,765,996, No. 6,839,412 and No. 7,031,439; (2) all patents and applications throughout the world that claim priority to (directly or indirectly) the foregoing, or from which the foregoing claim priority (directly or indirectly); (3) all substitutions for and divisions, continuations, continuations-in-part, renewals, reissues, patent cooperation treaty applications, foreign applications, national phase entries, and extensions of the foregoing patents and applications throughout the world, and including patent applications and applications throughout the world for like protection that have now been or may in the future be granted on the invention disclosed in any of the foregoing patents or applications, including without limitation, those obtained or permissible under past, present, and future laws and statutes; and (4) all right, title, and interest in and to any and all rights and causes of action based on, arising out of, related to, or on account of past, present, and future unauthorized use and/or infringement of the any and all of the foregoing, including but not limited to all past, present, and future awards, damages, and remedies related thereto or arising therefrom.

NOW, THEREFORE, the parties hereto agree as follows:

1.           COLLATERAL ASSIGNMENT, PATENT MORTGAGE AND GRANT OF SECURITY INTEREST.  As collateral security for the prompt and complete payment and performance of all of Debtor's present or future indebtedness, obligations and liabilities to Secured Party, including, without limitation, its obligations under the Settlement Agreement, Promissory Notes and Assignment Agreement (collectively, the “Indebtedness”), Debtor hereby grants a security interest, lien upon and mortgage to Secured Party, as collateral security, in and to Debtor's entire right, title and interest in, to and under the following (the “Collateral”):

(a)	the ASNAP Patent and the Baxter Patents;
(b)	Any and all income, royalties, damages, claims, and payments now and hereafter due and payable on account of the ASNAP Patent and the Baxter Patents, including, without limitation, all claims for damages and payments by way of past, present and future infringement, misappropriation, or dilution of any of the rights arising from the ASNAP Patent and the Baxter Patents; and
(c)	All proceeds and products of the foregoing, including, without limitation, all payments under insurance or any indemnity or warranty payable in respect of any of the foregoing.

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2.           COVENANTS AND WARRANTIES.  Debtor represents, warrants to, and covenants and agrees with Secured Party, as follows:

(a)           Except as set forth in the Assignment Agreement or in this Security Agreement, Debtor is and will continue to be the sole and exclusive owner of the entire legal and beneficial right, title and interest in and to the ASNAP Patent and the Baxter Patents, free and clear of any lien, charge, security interest or other encumbrance, except for the security interest and assignment created by this Security Agreement and the Assignment Agreement.  Debtor will defend its right, title and interests in and to the ASNAP Patent, the Baxter Patents and the Collateral against claims of any third parties;

 (b)          Performance of this Security Agreement does not conflict with or result in a breach of any agreement to which Debtor is a party or by which Debtor is bound;

(c)           Debtor shall take any and all such actions (including but not limited to institution and maintenance of suits, proceedings or actions) as are necessary and appropriate to properly maintain, protect, preserve, care for and enforce the ASNAP Patent, the Baxter Patents and the Collateral.  However, Debtor shall not be required to incur costs or take other actions when, in the exercise of its reasonable business judgment, such costs or other actions would not be advisable.  Without limiting the generality of the foregoing, Debtor shall pay when due such fees, taxes and other expenses which shall be incurred, which shall accrue, and/or which shall come due with respect to any of the  Collateral, including but not limited to all prosecution, maintenance, and annuity fees related to the ASNAP Patent or the Baxter Patents.  Debtor shall not abandon or dedicate to the public any of the ASNAP Patent or Baxter Patents or related patent rights, nor do any act nor omit to do any act if such act or omission is of a character that tends to cause or contribute to the abandonment or dedication to the public of the ASNAP Patent  or Baxter Patents or related patent right or loss of or adverse effect on any rights in the ASNAP Patent or Baxter Patents or related patent right;

(d)           Debtor shall in the future use statutory and other appropriate symbols, notices or legends of the ASNAP Patent or Baxter Patents pending or issued consistent with notice practice;

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(e)           Debtor shall do all things which are necessary and appropriate to insure that each licensee of any portion of the ASNAP Patent or Baxter Patents, in its use of any or all of the  Collateral in its business, shall:  (a) comply fully with all applicable license agreements; and (b) satisfy and perform all the same obligations set forth herein (with respect to Debtor’s use of the  Collateral) as fully as though such obligations were set forth with respect to such licensee’s use of the licensed Collateral;

(f)           To the knowledge of Debtor, there is at present no infringement or unauthorized or improper use of the ASNAP Patent or Baxter Patents or the patent rights related thereto.  In the event any such infringement or unauthorized or improper use by any third party has been made and/or reasonably established by Debtor, Debtor shall promptly notify Secured Party and Debtor shall take action against such infringement or unauthorized or improper use.  However, Debtor shall not be required to incur costs or take other actions when, in the exercise of its reasonable business judgment, such costs or other actions would not be advisable;

(g)           Debtor hereby authorizes Secured Party to cause this Security Agreement to be recorded with the United States Patent and Trademark Office and appropriate state agencies;

(h)           During the term of this Security Agreement, Debtor will not sell, transfer, assign or otherwise encumber any interest in the Collateral, except (i) licenses or other assignments granted by Debtor in the ordinary and normal course of its business or as set forth in this Security Agreement or that do not, in the aggregate, impair the Collateral and, provided, further, that any such licenses or other assignments are made in a manner permitted by the Assignment Agreement, and (ii) subject to Debtor's execution of appropriate documents, in form acceptable to Secured Party, to perfect or continue the perfection of Secured Party’s interest in the Collateral as well as any other interest held by Secured Party, transfers to Affiliates (as defined in the Assignment Agreement) of Debtor; and

(i)           Debtor shall not enter into any agreement that would materially impair or conflict with Debtor's obligations hereunder without Secured Party’s prior written consent. For purposes of this subsection, Debtor's entering into license or assignment agreements in the ordinary course of business shall not be deemed to materially impair or conflict with Debtor's obligations hereunder, provided the foregoing is entered into in a manner permitted by the Assignment Agreement.

3.           SECURED PARTY'S RIGHTS.  Secured Party shall have the right, but not the obligation, to take, at Debtor's sole expense, any actions that Debtor is required under this Security Agreement to take but which Debtor fails to take, after fifteen (15) days' notice to Debtor. Debtor shall reimburse and indemnify Secured Party for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this provision.

4.           INSPECTION RIGHTS.  Debtor hereby grants to Secured Party and its employees, representatives and agents the right to visit, during reasonable hours upon prior reasonable and no less than three business days advance written notice to Debtor, any of Debtor's plants and facilities that manufacture, install or store products (or that have done so during the prior six-month period) utilizing, in whole or in part, any of the ASNAP Collateral or Baxter Collateral, and to inspect the products and quality control records relating thereto upon reasonable written notice to Debtor and as often as may be reasonably requested.

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5.           FURTHER ASSURANCES; ATTORNEY IN FACT.

(a)           On a continuing basis for the purpose of perfecting and maintaining the perfection of Secured Party's security interest in the Collateral, Debtor will make, execute, acknowledge and deliver, and file and record in the proper filing and recording places in the United States, all such instruments, including appropriate financing and continuation statements, and take all such action as may reasonably be necessary or advisable, or as reasonably requested by Secured Party, which Secured Party reasonably identifies as material to the operation of Debtor's business on an on-going basis or the value of the Collateral, and otherwise to carry out the intent and purposes of this Security Agreement, or for assuring and confirming to Secured Party the grant or perfection of a security interest in the Collateral.

(b)           Debtor hereby irrevocably appoints Secured Party as Debtor's attorney-in-fact, with full authority in the place and stead of Debtor and in the name of Debtor, from time to time in Secured Party’s discretion, to take any action and to execute any instrument which Secured Party may reasonably deem necessary or advisable to accomplish the purposes of this Security Agreement, including (i) to file, in its reasonable discretion, one or more financing or continuation statements and amendments thereto, relative to the Collateral without the signature of Debtor where permitted by law and (ii) to transfer the Collateral into the name of Secured Party or a third party to the extent permitted under the UCC provided that Secured Party agrees that it shall not exercise its powers as attorney-in-fact under this Section except upon the occurrence and during the continuation of an Event of Default (as hereinafter defined).

6.           EVENTS OF DEFAULT.  The occurrence of any of the following shall constitute an "Event of Default" under this Security Agreement:

(a)           Debtor breaches any warranty or agreement made by Debtor in this Security Agreement or breaches any other provision of this Security Agreement and, as to any breach that is capable of immediate cure, Debtor fails to cure such breach within thirty (20) days after written notice of such breach is given to Debtor (it being understood and agreed that no such notice and opportunity to cure shall be provided with respect to any breach that is not capable of immediate cure);

(b)           Debtor fails to pay the Promissory Note when same (or any portion thereof) becomes due and owing; and

(c)           Debtor fails to make any payments due under the terms of the Assignment Agreement or any other agreement (other than the Promissory Note) executed pursuant to the terms of the Settlement Agreement and fails to cure such monetary default within ten (10) days from the date of written notice of same, or if Debtor breaches any non-monetary provision of the Assignment Agreement or any other agreement executed pursuant to the terms of the Settlement Agreement and fails to (i) cure such monetary default within twenty (20) days from the date of the written notice of same or (ii) if such non-monetary default is not of the nature than can reasonably be cured within twenty (20) days and promptly commences to cure the default within twenty (20) days and promptly completes such cure thereafter.

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7.           REMEDIES.  Upon the occurrence and during the continuance of an Event of Default:

(a)           Secured Party shall have the right to exercise all the remedies of a secured party under the UCC, including, without limitation, the right to require Debtor to assemble the Collateral and any tangible property in which Secured Party has a security interest and to make it available to Secured Party at a place designated by Secured Party. Secured Party shall have a nonexclusive, royalty free license or other right, solely pursuant to the provisions of this Section, to use, without charge, the Collateral, to the extent reasonably necessary to permit Secured Party to exercise its rights and remedies pursuant to this Section, including, without limitation, the completion of production, advertising for sale and the sale of the Collateral and, in connection with Secured Party's exercise of its rights hereunder, Debtor's rights under all licenses and all franchise agreements which constitute  Collateral shall inure to the benefit of Secured Party.  Debtor will pay any expenses (including reasonable attorneys' fees) incurred by Secured Party in connection with the exercise of any of Secured Party’s rights hereunder, including, without limitation, any expense incurred in disposing of the Collateral.  All of Secured Party’s rights and remedies with respect to the Collateral shall be cumulative.

(b)           Secured Party may notify any obligors with respect to the Collateral of Secured Party’s security interest and that such obligors are to make payments directly to Secured Party.  Secured Party may send this notice in Debtor’s name or in Secured Party’s name, and, at Secured Party’s request, Debtor will join in Secured Party’s notice, provide written confirmation of Secured Party’s security interest and request that payment be sent to Secured Party.  Secured Party may enforce this obligation by specific performance.  Secured Party may collect all amounts due from such obligors.  Upon and after notification by Secured Party to Debtor, Debtor shall hold any proceeds and collections of any of the Collateral in trust for Secured Party and shall not commingle such proceeds or collections with any other of Debtor’s funds, and Debtor shall deliver all such proceeds to Secured Party immediately upon Debtor’s receipt thereof in the identical form received and duly endorsed or assigned to Secured Party.

(c)           Secured Party will give to Debtor reasonable notice of the time and place of any public sale of Collateral, or part thereof, or of the time after which any private sale or other intended disposition thereof is to be made.  Such requirement of reasonable notice shall be met if such notice is delivered to the address of Debtor set forth in this Security Agreement at least fifteen (15) calendar days before the time of the proposed sale or disposition.  Any such sale may take place from Debtor’s location or such other location as Secured Party may designate.  Debtor shall remain liable for any deficiency in payment of the Indebtedness after any such sale.

(d)           Nothing herein shall be construed as obligating Secured Party to take any of the foregoing actions at any time.

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8.           LICENSE AGREEMENT OBLIGATIONS; LIABILITY FOR USES OF PATENT COLLATERAL.  Nothing in this Agreement shall relieve Debtor from any performance, in accordance with this Agreement, of any covenant, agreement or obligation of Debtor under any license agreement now or hereafter in effect licensing any part of the Collateral, or from any liability to any licensee or licensor under any such license agreement or to any other party, or shall impose any liability on Secured Party for any act or omission of Debtor in connection with any such license agreement.  Debtor shall be liable for any and all uses or misuses of and the practice, manufacture, sales (or other transfers or dispositions) of any of the Collateral by Debtor and its Affiliates.  Debtor shall also be exclusively liable for any claim, suit, loss, damage, expense or liability arising out of or in connection with the fault, negligence, acts or omissions of Debtor (regardless of whether such fault, negligence, acts or omissions occurred or occur prior to or after such license termination).

9.           INDEMNIFICATION.  Debtor shall indemnify and hold harmless Secured Party from and against, and shall pay to Secured Party on demand, any and all claims, actions, suits, judgments, penalties, losses, damages, costs, disbursements, expenses, obligations or liabilities of any kind or nature (except those resulting from Secured Party’s action or inaction in the form of gross negligence or willful misconduct) arising in any way out of or in connection with the custody, preservation, use, practice, operation, sale, license (or other transfer or disposition) of the Collateral, any alleged infringement of the intellectual property rights of any third party, the production, marketing, provision, delivery and sale of the goods and services provided under or in connection with or using or practicing any of the ASNAP Patent, the Baxter Patents or the Collateral, the sale of, collection from or other realization upon any of the Collateral, the failure of Debtor to perform or observe any of the provisions hereof, or matters relating to any of the foregoing.  Debtor shall make no claim against Secured Party for or in connection with the exercise or enforcement by Secured Party of any right or remedy granted to it hereunder, or any action taken or omitted to be taken by Secured Party hereunder (except for the gross negligence or willful misconduct of Secured Party).

10.           NOTICES.  Any notices or other communications required or permitted under, or otherwise in connection with this Security Agreement, shall be in writing and shall be deemed to have been duly given (i) when delivered in person; (ii) upon confirmation of receipt when transmitted by facsimile transmission (but only if followed by transmittal by national overnight courier or hand delivery on the next Business Day; (iii) three (three) days following deposit in a regularly maintained receptacle for the United States mail, registered or certified, postage fully prepaid; or (iv) on the next Business Day if transmitted by national overnight courier, in each case to the address set forth below or at such other address as such party may have previously specified by notice provided in accordance herewith:

If to Debtor, to:

Calypso Wireless, Inc.

2500 NW 79th Avenue, Suite 220

Miami, Florida 33122

Attention:

Facsimile No.

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with a copy to:

Zimmerman, Axelrad, Meyer, Stern & Wise, P.C.

3040 Post Oak Boulevard, Suite 1300

Houston, Texas 77056-6560

Attn:  Brian Zimmerman

Facsimile No. (713)963-0869

If to Secured Party, to:

Drago Daic

xx xxxx xxxxxxxx xxxxx

xxxxxx xxxxx xxxxxx

xxxxxxxxx xx xxxxxxxxxx

and to:

Jimmy Williamson, P.C.

4310 Yoakum Boulevard

Houston, Texas 77006

Facsimile No. (713)223-0001

with a copy to:

Boyar & Miller, P.C.

4265 San Felipe, Suite 1200

Houston, Texas 77027

Attention:  Gary W. Miller

Facsimile No.:  (713) 552-1758

11.           SUCCESSORS AND ASSIGNS.  This Security Agreement and all obligations of Debtor hereunder shall be binding upon the successors and assigns of Debtor, and shall, together with the rights and remedies of Secured Party hereunder, inure to the benefit of Secured Party and their successors and assigns.

12.           REASSIGNMENT.  At such time as Debtor shall completely satisfy all of the obligations secured hereunder, Secured Party shall execute and deliver to Debtor all deeds, assignments and other instruments as may be necessary or proper to revest in Debtor full title to the property assigned hereunder, subject to any disposition thereof which may have been made by Secured Party pursuant hereto.

13.           NO WAIVER.  No failure or delay on the part of Secured Party, in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof.

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14.           ATTORNEYS' FEES.  If any action relating to this Security Agreement is brought by either party hereto against the other party, the prevailing party shall be entitled to recover reasonable attorneys' fees, costs and disbursements.

15.           AMENDMENTS.  Except as otherwise provided herein, this Security Agreement may be amended only by a written instrument signed by both parties hereto.

16.           COUNTERPARTS.  This Security Agreement may be executed in any number of counterparts, each of which when so delivered shall be deemed an original, but all such counterparts shall constitute but one and the same instrument. Each such Security Agreement shall become effective upon the execution of a counterpart hereof or thereof by each of the parties hereto and telephonic notification that such executed counterparts has been received by Debtor and Secured Party.

17.           GOVERNING LAW; JURISDICTION; JURY WAIVER.  This Security Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Texas, without regard to principles of conflicts of law. Debtor and Lender consent to the exclusive jurisdiction of any state or federal court located in Harris County, Texas.

18.           SEVERABILITY.  In the event any term or provision of this Security Agreement shall for any reason be held to be invalid, illegal or unenforceable to any extent or in any respect, or otherwise determined to be of no effect, in any jurisdiction, such invalidity, illegality, unenforceability or determination shall affect only such term or provision, or part thereof, in only such jurisdiction.  The parties agree they will negotiate in good faith to replace any provision so held invalid, illegal or unenforceable, or so determined, with a valid, enforceable and effective provision which is as similar as possible in substance and effect to the provision which is invalid, illegal, unenforceable or of no effect.

[REMAINDER PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto have executed this Security Agreement on the day and year first above written.

DEBTOR:

CALYPSO WIRELESS, INC.

By:  /s/ Cheryl L. Dotson                                                                                                                 

Name: Cheryl L. Dotson                                        

Title: CFO & Director                                             

Date: April 4, 2008                                                   

SECURED PARTY:

/s/ Drago Daic                                                          
DRAGO DAIC

Date: April 2, 2008                                                   

JIMMY WILLIAMSON, P.C.

By: /s/ Jimmy Williamson                                         

Jimmy Williamson, President

Date: April 8, 2008                                                     

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EX-10.10

Exhibit 10.10

Exhibit “E”

CAUSE NO. 2007-22571

CALYPSO WIRELESS, INC.,	§	IN THE DISTRICT COURT OF
Plaintiff-Respondent,	§
	§
v.	§	HARRIS COUNTY,   T E X A S
	§
CALYPSO WIRELESS, INC.,	§
Defendant-Petitioner.	§	151st    JUDICIAL    DISTRICT

AGREED ORDER DISMISSING CASE WITH PREJUDICE

Defendant-Petitioner Calypso Wireless, Inc. and Plaintiff-Respondent Drago Daic announced their settlement of the dispute giving rise to this lawsuit and requested that this lawsuit be dismissed with prejudice pursuant to such settlement.  Based upon the agreement of the parties, it is the opinion of the Court that this lawsuit should be dismissed with prejudice.

IT IS, ACCORDINGLY, ORDERED that all orders granting turnover and injunctive relief in this lawsuit, including (i) the Agreed Injunction dated May 25, 2007, and (ii) the First Amended and Supplemental Agreed Injunction dated June 22, 2007, are dissolved.

IT IS, FURTHERMORE, ORDERED that this lawsuit is dismissed with prejudice.

IT IS, FURTHERMORE, ORDERED that each party shall bear its own or his own costs of court.

SIGNED this _____ day of ______________, 2008.

______________________________

Judge Presiding

AGREED:

_____________________________

Jimmy Williamson

State Bar No. 21624100

CYNDI MOSS RUSNAK

State Bar No. 24007964

4310 Yoakum Blvd.

Houston, Texas 77006

(713)223-3330

(713)223-0001 Facsimile

ATTORNEYS FOR PLAINTIFF-RESPONDENT, DRAGO DAIC

AGREED:

_______________________________

Brian Zimmerman

State Bar No. ____________________

Zimmerman, Axelrad, Meyer, Stern & Wise, P.C.

3040 Post Oak Boulevard, Suite 1300

Houston, Texas 77056-6560

Facsimile No. (713)963-0869

ATTORNEYS FOR DEFENDANT-PETITIONER, CALYPSO WIRELESS, INC.

EX-10.11

Exhibit 10.11

Exhibit “F”

CAUSE NO. 2004-63048

DRAGO DAIC, ET AL,	§	IN THE DISTRICT COURT OF
Plaintiff,	§
	§
v.	§	HARRIS COUNTY,   T E X A S
	§
CALYPSO WIRELESS, INC., ET AL,	§
Defendants.	§	151st    JUDICIAL    DISTRICT

RELEASE OF JUDGMENT AS TO ONLY CALYPSO WIRELESS, INC.

The undersigned is the owner and holder of that certain Final Judgment signed on December 8, 2006, in this lawsuit.  For ten dollars and other good and valuable consideration, the undersigned hereby releases the Final Judgment as to Defendants Calypso Wireless, Inc. only.  The undersigned does not hereby release the Final Judgment as to Defendants David Davila or Carlos Mendoza.

SIGNED this _____ day of ______________, 200__.

_________________________________

Drago Daic, Plaintiff

ACKNOWLEDGMENT

STATE OF TEXAS §

COUNTY OF HARRIS §

This instrument was acknowledged before me on the ____ day of _________________, 200__, by Drago Daic.

______________________________

NOTARY PUBLIC, STATE OF TEXAS

My Commission Expires:

EX-10.12

Exhibit 10.12

Exhibit “G”

CAUSE NO. 2004-63048

DRAGO DAIC, ET AL,	§	IN THE DISTRICT COURT OF
Plaintiff,	§
	§
v.	§	HARRIS COUNTY, T E X A S
	§
CALYPSO WIRELESS, INC., ET AL,	§
Defendants.	§	151st JUDICIAL DISTRICT

AGREED ORDER DISMISSING TURNOVER RELIEF

Plaintiff Drago Daic and Defendant Calypso Wireless, Inc. announced their settlement of the disputes between them, which includes a release of the Final Judgment dated December 8, 2006, as to Defendant Calypso Wireless, Inc., only, but not as to other Defendants.  In connection with such settlement, Daic and Calypso Wireless, Inc. have requested that turnover relief previously granted with respect to Calypso Wireless, Inc. be dissolved.  Based upon such agreement, it is the opinion of the Court that all such turnover relief should be dissolved.

IT IS, ACCORDINGLY, ORDERED that all turnover relief previously granted with respect to Calypso Wireless, Inc., including (i) the Turnover Order signed on March 28, 2007; (ii) the Order signed on April 26, 2007; and (iii) the Turnover relief granted on March 17, 2008; are dissolved.

SIGNED this _____ day of ______________, 2008.

______________________________

Judge Presiding

AGREED:

_____________________________

Jimmy Williamson

State Bar No. 21624100

CYNDI MOSS RUSNAK

State Bar No. 24007964

4310 Yoakum Blvd.

Houston, Texas 77006

(713)223-3330

(713)223-0001 Facsimile

ATTORNEYS FOR PLAINTIFF, DRAGO DAIC

AGREED:

_______________________________

Brian Zimmerman

State Bar No. ____________________

Zimmerman, Axelrad, Meyer, Stern & Wise, P.C.

3040 Post Oak Boulevard, Suite 1300

Houston, Texas 77056-6560

Facsimile No. (713)963-0869

ATTORNEYS FOR DEFENDANT, CALYPSO WIRELESS, INC.

EX-10.13

Exhibit 10.13

NO. 2007-75853

MICHAEL A. ALBOSTA, SAM	§	IN THE DISTRICT COURT
LIANELL, LARRY BAIRD, JIM	§
GATHERS, PATRICIA FALCONE,	§
L. SCOTT FRAZIER,	§
LOUIS GOMEZ, DARREN	§
JONES, MOHAMED NAWAR, KYLE	§
PIERCE, DESMOND REID, ORIS	§
RIVES, CRISTIAN TURRINI, JOHN	§	HARRIS COUNTY, TEXAS
VANDERBERGHE, AND TOM WRIGHT	§
V.	§
EVERETT BASSIE, CHERYL DOTSON,	§
CARLOS MENDOZA, JULIETTA MORAN,	§
GEORGE SCHILLING, AND ANTONIO	§
ZAP ATA	§	281ST JUDICIAL DISTRICT

SETTLEMENT AGREEMENT AND MUTUAL RELEASE

Plaintiffs, MICHAEL A. ALBOSTA, SAM LIANELL, LARRY BAIRD, JIM GATHERS, PATRICIA FALCONE, L. SCOTT FRAZIER, LOUIS GOMEZ, DARREN JONES, MOHAMED NAWAR, KYLE PIERCE, DESMOND REID, ORIS RIVES, CHRISTIAN TURRINI, JOHN VANDERBERGHE, AND TOM WRIGHT (referred to collectively hereafter as "PLAINTIFFS") and CHERYL DOTSON, EVERETT BASSIE, CARLOS MENDOZA, JULIETTA MORAN, GEORGE SCHILLING, AND ANTONIO ZAPATA (referred to collectively hereafter as "DEFENDANTS) enter into this Confidential Settlement Agreement and Mutual Release (the "Agreement"), and agree that:

WHEREAS, Plaintiffs filed suit in the 281st District Court of Harris County, Texas under in the following styled matter: Cause No. 2007-75853; Michael A. Albosta, Sam Lianell, Larry Baird, Jim Gathers, Patricia Falcone, L. Scott Frazier, Louis Gomez, Darren Jones, Mohamed Nawar, Kyle Pierce, Desmond Reid, Oris Rives, Cristian Turrini, John Vanderberghe, and Tom Wright vs. Everett Bassie, Cheryl Dotson, Carlos Mendoza, Julietta Moron, George Schilling and Antonio Zapata (the "Lawsuit") in which Plaintiffs alleged, among other things, breach of fiduciary duty, fraud, conspiracy, and negligence whereby they sought, among other things, actual damages, consequential damages, punitive damages, interest, costs, and cancellation of stock;

WHEREAS, Defendants have at all times denied all allegations asserted by Plaintiffs; and

WHEREAS, Plaintiffs and Defendants (the "Parties") desire that all matters in dispute between them be terminated and resolved without further legal proceedings.

NOW, THEREFORE, in consideration of the promises and covenants contained in this Agreement and Release, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged by the Parties, the Parties agree as follows:

1. Consideration. In consideration for signing this Agreement and Release and in compliance with the promises made herein, and other good and valuable consideration, the parties agree as follows.

2. No Consideration Absent Execution of this Agreement. Each and every Plaintiff hereby agrees and affirms that they have each received sufficient consideration in entering into this Agreement.

3. Release of Claims bv Plaintiffs. MICHAEL A. ALBOSTA. SAM LIANELL. LARRY BAIRD, JIM GATHERS, PATRICIA FALCONE, L. SCOTT FRAZIER, LOUIS GOMEZ, DARREN JONES, MOHAMED NAWAR, KYLE PIERCE DESMOND REID, ORIS RIVES, CHRISTIAN TURRINI, JOHN VANDERBERGHE, AND TOM WRIGHT knowingly and voluntarily release and forever discharge, to the full extent permitted by law, CHERYL DOTSON, EVERETT BASSIE, GEORGE SCHILLING, CARLOS MENDOZA, JUIETTA MORAN, and ANTONIO ZAP ATA (collectively referred to hereafter as "Released Defendants") of and from any and all claims, actions, causes of action, appeals, suits, rights, obligations, damages, losses, charges, debts, liabilities, and demands, whatsoever, known and unknown, disclosed or undisclosed, matured or unmatured, in law, equity, or otherwise, asserted and unassorted, that Plaintiffs have or may have against the Released Defendants as of the date of execution of this Agreement and Mutual Release, including, but not limited to, any alleged violation of:

(a)	Any Direct or Indirect Claims including any derivative action brought by and/or on behalf of Plaintiffs;
(b)	Any Texas-based common law cause of action or purported cause of action, including but not limited to breach of contract, conversion, misappropriation, theft of property, breach of fiduciary duty, fraudulent inducement, fraud, civil conspiracy; intentional infliction of emotional distress; negligence of any type; breach of contract of any type (express, oral, implied); misrepresentation; promissory estoppel; defamation; libel; gross negligence; conspiracy; invasion of privacy; equitable estoppel; violation of public policy; loss of consortium; tortious interference with any current or prospective business relationship;
(c)	Any purported claim relating to Released Defendants' employment and duties at Calypso Wireless;
(d)	Any federal or state violation of any securities laws and any violation of Delaware law;
(e)	Any other public policy, contract, tort, or common law;
(f)	Breach of Contract, quantum meruit, or unjust enrichment; or
(g)	Any claim for costs, fees, or other expenses including attorneys' fees incurred by Plaintiffs; and
(h)	All claims that were asserted and/or that could have been asserted in the Lawsuit.

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4.           Release of Claims by Defendants. CHERYL DOTSON, EVERETT BASSIE, GEORGE SCHILLING, CARLOS MENDOZA, JUIETTA MORAN, and ANTONIO ZAP ATA knowingly and voluntarily release and forever discharge, to the full extent permitted by law, MICHAEL A. ALBOSTA, SAM LIANELL, LARRY BAIRD, JIM GATHERS, PATRICIA FALCONE, L. SCOTT FRAZIER, LOUIS GOMEZ, DARREN JONES, MOHAMED NAWAR, KYLE PIERCE DESMOND REID, ORIS RIVES, CHRISTIAN TURRINI, JOHN VANDERBERGHE, AND TOM WRIGHT (collectively referred to hereafter as "Released Plaintiffs") of and from any and all claims, actions, causes of action, appeals, suits, rights, obligations, damages, losses, charges, debts, liabilities, and demands, whatsoever, known and unknown, disclosed or undisclosed, matured or unmatured, in law, equity, or otherwise, asserted and unassorted, that Defendants have or may have against the Released Plaintiffs as of the date of execution of this Agreement and Mutual Release, including, but not limited to, any alleged violation of:

(a)	Any Direct or Indirect Claims including any derivative action brought by and/or on behalf of Defendants;
(b)	Any Texas-based common law cause of action or purported cause of action, including but not limited to breach of contract, conversion, misappropriation, theft of property, breach of fiduciary duty, fraudulent inducement, fraud, civil conspiracy; intentional infliction of emotional distress; negligence of any type; breach of contract of any type (express, oral, implied); misrepresentation; promissory estoppel; defamation; libel; gross negligence; conspiracy; invasion of privacy; equitable estoppel; violation of public policy; loss of consortium; tortious interference with any current or prospective business relationship;
(c)	Any purported claim relating to Released Plaintiffs' employment and duties at Calypso Wireless;
(d)	Any federal or state violation of any securities laws and any violation of Delaware law;
(e)	Any other public policy, contract, tort, or common law;
(f)	Breach of Contract, quantum meruit, or unjust enrichment; or
(g)	Any claim for costs, fees, or other expenses including attorneys' fees incurred by Defendants; and
(h)	All claims that were asserted and/or that could have been asserted in the Lawsuit.

5.           No Claims Exist. Plaintiffs hereby represent, warrant, and confirm that they have not filed, caused to be filed, or is a party to any claim, charge, complaint, or action any of the Defendants in any forum or form, other than the Lawsuit filed by Plaintiffs against Released Defendants. In the event that any such claim, grievance, charge, complaint, or legal action is filed, Plaintiffs shall not be entitled to recover any damages or relief therefrom, including costs and attorneys' fees and Plaintiffs agree to immediately file a dismissal of any and all claim, grievance, charge, complaint, or legal action. Plaintiffs acknowledge that they are the sole owner of all claims released herein and that they have not assigned any interest in their claims in the Action or any claims released by this Agreement and Mutual Release to any person or entity, but for the contingent fee interest held by their attorneys, if such is applicable.

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6.           Agreed Dismissal with Prejudice. Plaintiffs agree to take all steps necessary to dismiss all claims asserted in the Lawsuit with prejudice to their right to re-file same, with each party to bear their or own costs and attorneys' fees. Plaintiffs, by and through their attorneys, shall execute the Agreed Dismissal with Prejudice, attached as Exhibit "A" to be presented to the Court.

7.           Governing Law and Interpretation.   This Agreement and Mutual Release shall be governed and conformed in accordance with the laws of the State of Texas without regard to its conflict of laws provision. Should any provision of this Agreement and Mutual Release be declared illegal or unenforceable by any court of competent jurisdiction and cannot be modified to be enforceable, excluding the general release language, such provision shall immediately become null and void, leaving the remainder of this Agreement and General Release in full force and effect.

8.           No Admission of Wrongdoing. Plaintiffs agree that neither this Agreement and Mutual Release nor the furnishing of any consideration for this Agreement and Mutual Release shall be deemed or construed at any time for any purpose as an admission by Defendants of any liability or unlawful conduct of any kind. The Parties agree that this Agreement may not be used as evidence in any subsequent proceeding of any kind except one in which one of the Parties alleges a breach of this Agreement and Mutual Release or one in which any of the parties elects to use the Agreement and Mutual Release as a defense to any claim.

9.           Amendment.   This Agreement and Mutual Release may not be modified, altered or changed except upon express written consent of all parties wherein specific reference is made to this Agreement and Mutual Release and the written consent is signed by all Parties.

10.           Basis for parties' Understanding of Agreement.

10.1.       Arms-Length Negotiations. It is understood and agreed that the parties hereto have carefully reviewed this Agreement, that they fully understand its terms, that they sought and obtained independent legal advice with respect to the negotiation and preparation of the Agreement, that thus Agreement has been negotiated and prepared by the joint efforts of the respective attorneys for each of the Parties, and that the parties have relied wholly upon their own judgment and knowledge (and the advice of their respective attorneys). The parties further acknowledge that this Agreement was a product of arms-length negotiations and that the parties were each represented by counsel who fully advised them on the terms of this Agreement and Mutual Release. The parties further acknowledge that based upon the arms-length negotiations, the rule of construing any ambiguous or unclear provision against the drafter shall not apply.

10.2.        No Reliance on Representations or Assumed Facts. THE PARTIES ACKNOWLEDGE THE CONTESTED AND ADVERSARIAL NATURE OF THE LAWSUIT AND UNDERLYING DISPUTES AND  STIPULATE THAT IN EXECUTING THIS AGREEMENT THAT THEY ARE NOT RELYING ON ANY REPRESENTATION BY ANY OTHER PARTY, AGENTS REPRESENTATIVES, OR ATTORNEYS WITH REGARD TO (1) FACTS UNDERLYING THE LAWSUIT; (2) THE SUBJECT MATTER OF THIS AGREEMENT; (3) ANY OTHER FACTS OR ISSUES WHICH MIGHT BE DEEMED MATERIAL TO THE DECISION TO ENTER INTO THIS AGREEMENT, OTHER THAN AS SPECIFICALLY SET FORTH IN THIS AGREEMENT.

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10.3.        No Duty. None of the parties are relying upon a legal duty, even if one might exist, which is denied, on the part of any other Party (or such other party's employees, agents, representatives, or attorneys) to disclose any information in connection with the execution of this Agreement, or its preparation, it is expressly understood and agreed that no lack of information on the part of another Party is a ground for challenging this Agreement.

11.           Governing Law. This Agreement shall be governed by and interpreted in accordance with the substantive laws of the State of Texas without regard to its conflict of law principles.

12.           Multiple Counterparts. This Agreement may be executed in one or more counterparts each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A copy of this Agreement may serve as an original in any legal proceeding involving this Agreement and Mutual Release

13.           Prior Agreements Superseded. This Agreement supersedes all prior agreements, written or oral, between the Parties. It is understood that all future rights and obligations of the Parties as to each other shall be governed solely by this Agreement.

14.           Invalidity.   If any term or provision of this Agreement shall be determined to be unenforceable or invalid or illegal in any respect, the unenforceability, invalidity or illegality shall not affect any other term or provision of this Agreement, but this Agreement shall be construed as if such unenforceable, invalid, or illegal term or provision had never been contained herein.

15.           Non-Assignment of Claims. Plaintiffs hereby represents and warrants that they are the only and lawful owners of any and all claims that were asserted and/or that could have been asserted in the Action and that no portion of any claim being released pursuant to this Agreement has been assigned or conveyed to any other person, party, or entity.

16.           No Oral Modifications. This Agreement may not be modified, amended or terminated orally. No modification, amendment, or termination, or any waiver of any of the provisions of this Agreement, shall be binding unless same is in writing and signed by the person against whom such modification, amendment or waiver is sought to be enforced.

17.           No Waiver. The failure of the Defendants to enforce at any time any provision of this Agreement shall not be constued to be a waiver of such provision, not in any way affect the validity of this Agreement or any part thereof or any right of any person thereafter to enforce each and every provision. No waiver of any breach of this Agreement shall be held to constitute a wavier of any other breach.

18.           Execution of Necessary Documents.    Plaintiffs hereby agree to execute any and all documents reasonably necessary to effectuate the provisions of this Agreement.

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IN WITNESS WHEREOF, the parties hereto knowingly and voluntarily executed this Agreement and Mutual Release as of the date set forth below:

SIGNED the__________  day of___________, 2008.

PLAINTIFFS:	/s/ Michael A. Albosta
	MICHAEL A. ALBOSTA /s/ Sam Lianell
	SAM LIANELL /s/ Larry Baird
	LARRY BAIRD /s/ Jim Gathers
	JIM GATHERS /s/ Patricia (L) Falcone
	PATRICIA FALCONE /s/ L. Scott Frazier
	L. SCOTT FRAZIER /s/ Louis Gomez
	LOUIS GOMEZ /s/ Darren Jones
	DARREN JONES /s/ M. Omar Nawar
	MOHAMED NAWAR /s/ Kyle Pierce
	KYLE PIERCE /s/ Desmond Reid
	DESMOND REID /s/ Oris Rives
	ORIS RIVES /s/ Christian Turrini
	CHRISTIAN TURRINI

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	/s/ John Vanderberghe
	JOHN VANDERBERGHE /s/ Tom Wright
	TOM WRIGHT /s/ Everett Bassie
DEFENDANTS:	EVERETT BASSIE /s/ Cheryl L. Dotson
	CHERYL DOTSON /s/ Carlos Mendoza
	CARLOS MENDOZA /s/ Julieta Moran
	JULIETTA MORAN
	GEORGE SCHILLING /s/ Antonio Zapata
	ANTONIO ZAP ATA

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NO. 2007-75853

MICHAEL A. ALBOSTA, SAM	§	IN THE DISTRICT COURT
LIANELL, LARRY BAIRD, JIM	§
GATHERS, PATRICIA FALCONE,	§
L. SCOTT FRAZIER,	§
LOUIS GOMEZ, DARREN	§
JONES, MOHAMED NAWAR, KYLE	§
PIERCE, DESMOND REID, ORIS	§
RIVES, CRISTIAN TURRINI, JOHN	§	HARRIS COUNTY, TEXAS
VANDERBERGHE, AND TOM WRIGHT	§
V.	§
EVERETT BASSIE, CHERYL DOTSON,	§
CARLOS MENDOZA, JUIETTA MORAN,	§
GEORGE SCHILLING, AND ANTONIO	§
ZAP ATA	§	281ST JUDICIAL DISTRICT

ORDER ON DISMISSAL

Plaintiffs, MICHAEL A. ALBOSTA, SAM LIANELL, LARRY BAIRD, JIM GATHERS, PATRICIA FALCONE, L. SCOTT FRAZIER, LOUIS GOMEZ, DARREN JONES, MOHAMED NAWAR, KYLE PIERCE, DESMOND REID, ORIS RIVES, CHRISTIAN TURRINI, JOHN VANDERBERGHE, AND TOM WRIGHT (referred to collectively hereafter as "PLAINTIFFS") and CHERYL DOTSON, EVERETT BASSIE, CARLOS MENDOZA, JULIETTA MORAN, GEORGE SCHILLING, AND ANTONIO ZAP ATA (referred to collectively hereafter as "DEFENDANTS) hereby file this Agreed Dismissal.

It is therefore ORDERED, ADJUDGED, AND DECREED, that MICHAEL A. ALBOSTA, SAM LIANELL, LARRY BAIRD, JIM GATHERS, PATRICIA FALCONE, L. SCOTT FRAZIER, LOUIS GOMEZ, DARREN JONES, MOHAMED NAWAR, KYLE PIERCE, DESMOND REID, ORIS RIVES, CHRISTIAN TURRINI, JOHN VANDERBERGHE, AND TOM WRIGHT shall take nothing by way of any of their claims against CHERYL DALTON, EVERETT BASSIE, GEORGE SCHILLING, CARLOS MENDOZA, JULIETTA MORAN, and ANTONIO ZAPATA .

Each party shall bear their own costs.

This is a FINAL JUDGMENT. All relief not hereby granted is DENIED.

PRESIDING JUDGE

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AGREED AS TO FORM :

ANDREW SHEBAY STATE BAR NUMBER: ADDRESS

ON BEHALF OF PLAINTIFFS

ZIMMERMAN, AXELRAD, MEYER, STERN & WISE, P.C.

By:                                                    

Brian W. Zimmerman State Bar

No. 00788746 3040 Post Oak

Blvd., Suite 1300 Houston, TX 77056

Telephone:  713-552-1234

Facsimile:    713-963-0859

ATTORNEYS FOR CHERYL DOTSON, GEORGE SCHILLING, AND EVERETT BASSIE

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EX-10.14

Exhibit 10.14

WILLIAMSON & RUSNAK

ATTORNEYS AT LAW

  *JIMMY WILLIAMSON, P.C. A PROFESSIONAL CORPORATION CYNDI MOSS RUSNAK     *CERTIFIED PERSONAL INJURY TRIAL LAW   TEXAS BOARD OF LEGAL SPECIALIZATION     4310 YOAKUM BOULEVARD HOUSTON, TEXAS 77006-5818   www.jimmywilliamson.com _____________   AREA CODE 713 TELEPHONE 223-3330 FAX 223-0001  

April 23, 2008

Via Email

David Loev

The Loev Law Firm

6300 West Loop South, Suite 280

Bellaire, Texas 77401

Re:    Cause No. 2004-63048 - Drago Daic, et al v. Calypso Wireless, Inc., et al - In the 151st Judicial District Court of Harris County, Texas

Dear Mr. Loev:

This will confirm that we have agreed that the following promissory notes attached to the Settlement Agreement with Calypso Wireless, Inc. will be due upon the following dates:

Exhibit A-1:     $900,000 Promissory Note due on May 15, 2008

Exhibit A-2:     $350,000 Promissory Note due on June 14, 2008

Exhibit A-3:     $1,000,000 Promissory Note due on April 15, 2009

We understand that these due dates are more than the 30 days, 60 days, and one year, from the date the notes were signed and so there will be no confusion, we have agreed to give Calypso extra time provided these notes are paid pursuant to the above schedule.

Please sign this letter to acknowledge our agreement.

	Sincerely,
	/s/ Cyndi M. Rusnak
	Cyndi M. Rusnak
AGREED:
_______________________	/s/ Richard Pattin
David Loev	Richard Pattin
Attorney for Calypso Wireless, Inc.	President of Calypso Wireless, Inc.
___________	April 22, 2008
Date	Date

cc:	Brian Zimmerman	Via Facsimile
	Drago Daic	Via Regular Mail