EXHIBIT 10.1a



             AGREEMENT TO VOID, CANCEL AND TERMINATE SHARE AND EXCHANGE
                         AGREEMENT DATED FEBRUARY 1, 2005


     THIS AGREEMENT  made and entered into this 31st day of March,  2005, by and
between  Pegasus  Wireless Corp, a Colorado  corporation  (the  "Company"),  and
United Service Attendants, Inc., a Florida corporation ("USAI").

     In consideration of the mutual promises, covenants and conditions contained
herein and other good and valuable consideration, the receipt and sufficiency of
all of which is hereby acknowledged,  it is agreed by and between the parties as
follows:

1.   USAI and the Company have agreed that there was a failure of  consideration
     on the part of one (1) or both of the  parties  to the Share  and  Exchange
     Agreement  between  the  Company  and USAI  dated  February  1,  2005  (the
     "Agreement"). It is therefore in the best interest of both parties to void,
     cancel and  terminate  the  Agreement  and to release  any claims  USAI has
     against the Company as well as any claims that the Company has against USAI
     in consideration of such release; and

2.   USAI  does  hereby  release  and  discharge  the  Company  from any and all
     obligations  under the Agreement dated February 1, 2005 in consideration of
     the Company voiding,  canceling and terminating said agreement effective as
     of  February  1, 2005,  thereby  restoring  the  parties to their  original
     positions and the Agreement is hereby  declared null and void ab initio and
     is otherwise cancelled and terminated; and

3.   The  Company  does  hereby  release  and  discharge  USAI  from any and all
     obligations under the Agreement in consideration of USAI voiding, canceling
     and terminating  said agreement  effective as of February 1, 2005,  thereby
     restoring  the parties to their  original  positions  and the  Agreement is
     hereby  declared  null and void ab initio and is  otherwise  cancelled  and
     terminated; and

4.   Both parties shall cause the appropriate  notice filing to be made with the
     Securities and Exchange  Commission  ("SEC") on Form 8-K or such other form
     as may be  appropriate  immediately  upon  execution  of this  agreement or
     within the time allotted by the SEC for such filings fully  disclosing  the
     foregoing  transaction and the Company shall also assume responsibility for
     all SEC filings from the date of execution of this agreement forward; and

     This Agreement shall be governed by the laws of the State of California.

     The signature of each of the parties  hereto  constitutes  their consent to
all of the foregoing.


United Service Attendant, Inc.          Pegasus Wireless Corp.


By: /s/ Stephen Durland                 By: /s/ Stephen Durland
- --------------------------------        --------------------------------
Stephen Durland, CFO                    Stephen Durland, CFO