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Strategic Alliance Agreement - Sophia Wireless Inc. and GigaBeam Corp.

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                          STRATEGIC ALLIANCE AGREEMENT

         This Strategic Alliance Agreement (the "Agreement") is entered into as
of the 6th day of February, 2004 ("Effective Date"), by and between Sophia
Wireless Inc., a Delaware C-corporation ("Sophia"), and Gigabeam Corporation, a
Delaware limited liability company ("Gigabeam").

                                    RECITALS

         WHEREAS, Gigabeam and Sophia wish to enter into a strategic alliance
and agree to reciprocal exclusivity to enable Gigabeam to market and distribute
a wireless communications system utilizing a frequency range of 57 GHz through
100 GHz and incorporating components procured from Sophia;

         WHEREAS, in consideration of certain non-refundable advance payments,
Sophia will perform research and development related to component parts that are
to be built utilizing Sophia's proprietary know-how and intellectual properties,
which component parts meet certain technical and business requirements to be
identified through the collaborative efforts of both Sophia and Gigabeam; and

         WHEREAS, the parties desire to enter into an arrangement whereby
Gigabeam may purchase such components from Sophia for purposes of integrating
the same into Gigabeam's digital radios within an exclusive field of business to
be identified by the parties.

                                    AGREEMENT

         NOW, THEREFORE, in consideration for the parties' mutual covenants set
forth below, and for other good and valuable consideration, the parties agree as
follows:

                                   DEFINITIONS

         "Product" means any digital radio incorporating an RF Module System,
which product provides XXXXX data links operating in the frequency range of 57
to 100 GHz, and which product adds substantial value beyond the value of the RF
Module System incorporated therein. The term "Product" does not include any
products that include or perform XXXXX.

         "RF Module System" or "RF Module" or "Module" means any devices which
perform a frequency conversion operation to or from any frequency in the range
57 to 100 GHz, by means of mixing, frequency multiplying, or other processes,
from or to a baseband signal or a signal at some other intermediate frequency.
This term "RF Module System" or "RF module" or "Module" includes devices with
integrated modems so that the input or output is a baseband data stream.

<PAGE>

         "Field of Exclusivity" means the sale and distribution of Products (as
defined herein) for use with XXXXX data links. The term "Field of Exclusivity"
will include sales and distribution of Products to commercial entities and
government agencies, but does not include sales or distribution of products that
are not within the scope of the term "Product," as defined herein. The term
"Field of Exclusivity" does not include sales or distribution of any products
that include or perform XXXXX.

         "Intellectual Property Rights" means all past, present, and future
rights of the following types, which may exist or be created under the laws of
any jurisdiction in the world: (i) rights associated with works of authorship,
including exclusive exploitation rights, copyrights, moral rights, and mask work
rights; (ii) trademark and trade name rights and similar rights; (iii) trade
secret rights; (iv) patent and industrial property rights; (v) other proprietary
rights in Inventions of every kind and nature; and (vi) rights in or relating to
registrations, renewals, extensions, combinations, divisions, and reissues of,
and applications for, any of the rights referred to in clauses (i) through (v)
of this sentence.

         "Inventions" means any and all useful ideas, concepts, methods,
procedures, processes, improvements, inventions and discoveries, whether or not
patentable, that are (i) in the case of patentable inventions, conceived in the
course of the performance of activities conducted in connection with the
development and manufacture of RF Modules or Products and reduced to practice
either actually or constructively and (ii) in the case of unpatentable
inventions, conceived and made or used in the course of the performance of
activities conducted in connection with the development and manufacture of RF
Modules or Products, in each case under this Agreement.

         "Joint Invention" means any Invention that (i) is jointly reduced to
practice (under the patent laws of the United States) by Sophia and Gigabeam
during any collaborative meetings or conferences between the Parties regarding
development or improvement of RF Modules, (ii) is necessary to use any RF
Module, and (iii) relates to any process, procedure, or equipment for
manufacturing any RF Module.

         "Joint Technology" means the Joint Inventions and any Intellectual
Property Rights related thereto.

         "Pre-Existing Technology" means any and all useful ideas, concepts,
methods, procedures, processes, improvements, inventions and discoveries,
whether or not patentable, and any Intellectual Property Rights thereto, that
are owned or controlled by Sophia or by Gigabeam or Gigabeam's other Alliance
Partners as of the Effective Date.

                                       2
<PAGE>

1.       Responsibilities of Parties

         1.1      Initial Collaboration; Development and Prototyping

                  1.1.1    From time to time during the term of this Agreement,
                           the parties may set forth in writing a description of
                           the general functional and technical requirements of
                           RF Modules that Gigabeam desires for Sophia to
                           develop under the terms of this Agreement. For
                           purposes of this Agreement, any such document
                           executed specifically indicating that it is subject
                           to this Agreement and which is executed by authorized
                           representatives of both parties shall be referred to
                           as a "Functional Requirements Statement" or "FRS"
                           with respect to the relevant RF Modules described
                           therein. The Parties agree that the initial
                           Functional Requirements Statement under this
                           Agreement is set forth in Exhibit A (the "Initial
                           Functional Requirements Statement").

                           In consideration for payment by Gigabeam to Sophia of
                           the Non-Recurring Engineering Fees as contemplated in
                           Section 3.1, during the initial XXXXX of the Term,
                           Sophia will exercise reasonable efforts to develop
                           prototype RF Modules meeting the general technical
                           requirements set forth in the Initial Functional
                           Requirements Statement.

                           In addition, Sophia agrees to exercise commercially
                           reasonable efforts to develop prototype RF Modules
                           meeting the general technical requirements set forth
                           in Functional Requirements Statements (i.e. other
                           than the Initial Functional Requirements Statement)
                           that may be subsequently executed by the parties, for
                           such period(s) of time as the parties set forth
                           therein.

                  1.1.2    Upon completion of any  prototypes as contemplated in
                           the preceding Section 1.1.1, Sophia will so notify
                           Gigabeam (the date of such notice, the "Testing
                           Commencement") and make a number of units of such
                           prototype available (in such quantity as required by
                           the applicable FRS) for mutual testing by the parties
                           for purposes of confirming that such prototype(s)
                           conform to the requirements of the applicable FRS in
                           all material respects. In the event that any such
                           prototypes fails to conform in all material respects
                           to such requirements, Gigabeam will provide written
                           notice to Sophia identifying with specificity the
                           relevant non-conformity, and Sophia will thereafter
                           undertake commercially reasonable efforts to correct
                           such non-conformity within a reasonable time, and the
                           parties will repeat such process as appropriate. If,
                           despite such commercially reasonable efforts, Sophia
                           is unable or fails to cause such prototype to conform
                           to the requirements of the applicable FRS in all
                           material respects within the time period identified
                           in such FRS, the parties will consult with one
                           another in good faith regarding how to proceed.

                                       3
<PAGE>


                  1.1.3    Upon mutual confirmation in writing that any such
                           prototype RF Modules (developed as contemplated
                           above) conform to the requirements of the applicable
                           Functional Requirements Statement in all material
                           respects (the date of such written confirmation, such
                           prototype's "Prototype Completion Date"), the parties
                           will in good faith attempt to agree upon pricing
                           pursuant to which RF Modules based upon such
                           prototypes may be purchased by Gigabeam from Sophia
                           subject to the terms of this Agreement including
                           Section 10 which provides for fair and equitable
                           pricing consistent with industry standards for
                           similar components at similar volumes sold to
                           commercial enterprises. Sophia's price per RF Module
                           System ("Agreed Price") for the initial pricing of RF
                           Modules shall not exceed the following price (the
                           "Not To Exceed Price"): XXXXX X (XXXXX times) its
                           cost of direct materials and labor (plus overhead) in
                           the case of RF Module Systems assembled in house or,
                           alternatively, in the case of RF Module Systems
                           purchased from a third party manufacturer, XXXXX X
                           (XXXXX times) the price paid to the third party
                           manufacturer plus XXXXX X (XXXXX times) direct labor
                           (plus overhead) and materials for any improvements,
                           upgrades or testing of the RF Module Systems
                           performed at Sophia's facility prior to shipment to
                           Gigabeam. At the time that the parties are able to
                           reach agreement upon such pricing, they shall
                           memorialize such pricing in writing ("Agreed Prices"
                           and the date of such written agreement, the
                           "Manufacturing Commencement Date" with respect to
                           such particular prototype). In the event of a failure
                           to agree on price, either party may choose to set the
                           price at the Not To Exceed Price. All prices are
                           understood to include a range of discounts versus
                           quantity ordered, and quantity will subsequently
                           be specified by GigaBeam as described below.

         1.2      Manufacture and Purchase of RF Modules.

                  1.2.1    The parties desire that Sophia be Gigabeam's
                           exclusive supplier of RF Modules (and similar
                           component products), and that Gigabeam be Sophia's
                           exclusive purchaser as an "OEM" (i.e., an original
                           equipment manufacturer) of RF Modules for purposes
                           within the Field of Exclusivity. Subject to the terms
                           and conditions of this Agreement, Sophia hereby
                           appoints Gigabeam, and Gigabeam hereby accepts such
                           appointment, as Sophia's exclusive purchaser (i.e.,
                           as an OEM) of RF Modules within the Field of
                           Exclusivity for the Term of this Agreement.
                           Notwithstanding the foregoing, Gigabeam acknowledges
                           and agrees that it is not authorized to, and that it
                           may not, (i) sell, rent, lease, grant access to, or
                           otherwise distribute any RF Modules outside the scope
                           of the Field of Exclusivity; or (ii) distribute any
                           RF Modules except as incorporated into a Product, or
                           for purposes of maintaining a Product. Any violation
                           of the foregoing restrictions shall be deemed a
                           material breach of this Agreement.

                  1.2.1    From and after the Manufacturing Commencement Date
                           and throughout the remainder of the Term of this
                           Agreement, subject to the terms and conditions of
                           this Agreement and in consideration for the Agreed
                           Prices, Sophia agrees to sell to Gigabeam, and
                           Gigabeam agrees to purchase from Sophia solely for
                           purposes of resale as incorporated into Products, RF
                           Modules for which a written purchase order has been
                           submitted by Gigabeam and accepted by Sophia.
                           Provided that Gigabeam is not in breach hereunder at
                           the time of the relevant order, Sophia will accept
                           such purchase orders subject to available inventory
                           and its then-current lead time requirements. Gigabeam
                           acknowledges that no provision of any purchase order
                           or other similar documentation will be deemed to
                           modify, add to, or supercede any provision of this
                           Agreement.

                                        4
<PAGE>

                  1.2.2    Upon acceptance of any purchase order submitted by
                           Gigabeam for purchase of RF Modules, Sophia will
                           establish a shipping date for the relevant RF Module
                           as close as practicable to Gigabeam's requested date,
                           subject to Sophia's available inventory and then-
                           current lead time requirements, and provided that
                           Sophia shall be permitted to allocate its then-
                           current inventory and other resources in its
                           discretion. Sophia shall not be liable for any damage
                           or penalty arising from delay in delivery or from
                           failure to give notice of any delay. Sophia's
                           delivery obligations with respect to such RF Module
                           will be deemed complete upon tender to a commercial
                           carrier for shipment. Risk of loss or damage to any
                           RF Module shall pass to Gigabeam upon passage of
                           title or upon shipment if title does not pass to
                           Gigabeam upon shipment.

         1.3      Gigabeam

                  Gigabeam shall perform the following duties during the term of
                  this Agreement:

                  1.3.1    Gigabeam will Designate a Chief Technical Officer
                           ("CTO") and Vice President or Director of Engineering
                           to provide consultation regarding all design and
                           development work Gigabeam will be responsible for
                           overall decisions with respect to final design and
                           production of the Product.

                  1.3.2    As between the parties, Gigabeam will bear all
                           responsibility for assembly and testing of any
                           Product, including the contracting and management of
                           any outsourcing or supply channels of any Product or
                           components thereof, except for the RF Module System,
                           and the manufacturing and repair of any Product,
                           except for the RF Module System provided by Sophia.

                  1.3.3    As between the parties, Gigabeam will bear all
                           responsibility for any and all sales, marketing,
                           installation and after-sales service of any Product
                           including, but not limited to, entering into
                           arrangements with value added resellers,
                           distributors, agents, installers and providers of
                           after-sales service.

                  1.3.4    During each Purchase Period (defined below), Gigabeam
                           will purchase RF Modules from Sophia meeting or
                           exceeding the Minimum Purchase Commitment (defined
                           below) specified in Exhibit D hereto with respect to
                           such Purchase Period. For purposes of this Agreement,
                           the term "Purchase Period" shall mean any particular
                           time period identified in Exhibit D to which a
                           Minimum Purchase Commitment applies, as indicated in
                           Exhibit D. For purposes of this Agreement, the term
                           "Minimum Purchase Commitment" shall mean the minimum
                           number of RF Modules which Gigabeam hereby agrees to
                           purchase during any particular Purchase Period
                           identified in Exhibit D.

                                       5
<PAGE>


                  1.3.5    In the event that Gigabeam fails to purchase RF
                           Modules meeting or exceeding any particular Minimum
                           Purchase Commitment specified in Exhibit D for the
                           relevant Purchase Period, then Gigabeam will be in
                           material breach of the Agreement except that, if, at
                           Gigabeam's option, within XXXXX following the end of
                           the relevant Purchase Period, Gigabeam purchases from
                           Sophia the number of RF Modules required to satisfy
                           the relevant Minimum Purchase Commitment, and pays
                           for the same in full (the "Shortfall Purchase"),
                           further provided that the Shortfall Purchase shall be
                           applied toward the Minimum Purchase Commitment for
                           the then-preceding Purchase Period and shall in no
                           event be applied toward satisfaction of the Minimum
                           Purchase Commitment, if any, for the then-current
                           Purchase Period.

                           Notwithstanding the foregoing, if during any Purchase
                           Period, the numbers of GigaBeams Product sales
                           containing Sophia-made RF modules sold constitute
                           greater than XXXXX percent market share within the
                           field of exclusivity, then GigaBeam will be
                           considered to have met its minimum purchase
                           requirements, even if the actual number of RF modules
                           bought is less than the quantities indicated in
                           Exhibit D.

         1.4      Sophia

                  Sophia will designate a program manager to interface with
                  Gigabeam's representatives. The two counterparts will meet and
                  develop detailed implementation plans with the following
                  objectives in mind:

                  1.4.1    As between the parties, Sophia will bear
                           responsibility for all research and development and
                           manufacturing associated with RF Modules.

                   1.4.2   Sophia will exercise reasonable efforts to consult in
                           good faith with third party companies identified by
                           Gigabeam to improve the design, performance,
                           manufacturability and reduce the cost of the RF
                           Module System.

                  1.4.3    For purposes of conducting the testing of prototype
                           RF Modules and for purposes related to technical
                           support of Gigabeam in the design and assembly of
                           Products, Sophia will provide up to 50 hours of
                           consulting support in testing and debugging as
                           necessary of Product.

                  1.4.4    Sophia will provide appropriate reports, outline
                           drawings, reviews, and updates of the project
                           schedule, actual costs incurred and budget through
                           completion of the program plan on a biweekly basis
                           through the first six months of research and
                           development. Future reporting after the first six
                           months will be determined by mutual agreement.

2.       [This section reserved.]

                                       6

<PAGE>

3.       Payment

                  3.1      In consideration for Sophia's performance of certain
                           research and development related to RF Modules,
                           Gigabeam will pay to Sophia all fees identified as
                           "Non Recurring Expenses" in the applicable Functional
                           Requirements Statement or otherwise required herein,
                           which fees will be due and payable in accordance with
                           such Functional Requirements Statement, unless
                           otherwise agreed between the parties in writing and
                           supported by a purchase order from Gigabeam, provided
                           that if the relevant Functional Requirements
                           Statement or purchase order fails to state when such
                           payments are due and no separate written agreement
                           has been signed with respect thereto, all such
                           amounts under any particular Functional Requirements
                           Statement shall be due and payable within XXXXX of
                           the date of Sophia's invoice. Without limiting the
                           foregoing, in consideration for Sophia's performance
                           of its obligations under Section 1.1 with respect to
                           the Initial Functional Requirements Statement, in
                           accordance with the payment schedule set forth in
                           Exhibit B and provided Sophia performs the work as
                           stipulated, Gigabeam shall pay Sophia $750,000 in Non
                           -Recurring Engineering Fees as set forth in such
                           Exhibit B.

                           If, as of the relevant due dates for payments under
                           Exhibit B applicable to each of the 4th, 5th or 6th
                           month of this Agreement, GigaBeam has not received
                           commitments from investors or other funding sources
                           to provide at least $2,000,000 in total cumulative
                           funding to Gigabeam, GigaBeam may elect not to make
                           payments due for such month as indicated in Exhibit
                           B, and may exercise such election by sending written
                           notice to Sophia of Gigabeam's failure to raise such
                           funding. Such notice must be received before the
                           applicable due date for such month. If GigaBeam gives
                           such notice for any of the 4th, 5th and/or 6th months
                           hereunder, Sophia may, at its option, take any or
                           several of the following actions: (1) suspend work on
                           research and development or other performance under
                           this Agreement, (2) agree to an extension of time to
                           allow GigaBeam to raise the required funding, (3)
                           terminate this Agreement. If GigaBeam does not give
                           such written notice before the due date for the
                           relevant month, then GigaBeam will continue to be
                           obligated to make payments for months 4, 5, and 6 to
                           Sophia, as applicable.

                  3.2      In consideration for the sale of RF Modules
                           hereunder, Gigabeam shall pay to Sophia the Agreed
                           Prices applicable to such RF Modules, which amounts
                           shall be due and payable within XXXXX following the
                           date of invoice.

                  3.3      AS COLLATERAL SECURITY FOR ALL OF GIGABEAM'S
                           OBLIGATIONS TO THE AGREED PRICES FOR THE PURCHASE OF
                           RF MODULES UNDER THIS AGREEMENT, GIGABEAM HEREBY
                           GRANTS SOPHIA A FIRST PRIORITY SECURITY INTEREST IN
                           ALL RF MODULES TO BE PURCHASED HEREUNDER TO THE
                           MAXIMUM EXTENT PERMITTED BY LAW. GIGABEAM SHALL, AT
                           SOPHIA'S EXPENSE, TAKE ALL COMMERCIALLY REASONABLE
                           ACTION REQUIRED BY SOPHIA TO FURTHER EVIDENCE AND/OR
                           PERFECT SUCH SECURITY INTEREST, INCLUDING WITHOUT
                           LIMITATION EXECUTING AND DELIVERING A SEPARATE
                           SECURITY AGREEMENT AND UCC-1 FINANCING STATEMENT.

                                       7

<PAGE>

4.       Term and Termination.

         This Agreement shall be effective as of the Effective Date and shall
         continue for a minimum seven year term from the date hereof and will
         automatically extend on a year by year basis thereafter provided
         Gigabeam satisfies its minimum purchase commitments as set forth in
         Sections 1.3.4 and Exhibit D with minimum purchase commitments for each
         year of extension of the Agreement beyond the time periods given in
         Exhibit D to be the same as the minimum purchase commitment for the
         preceding year; provided, however, that the Agreement may be terminated
         for any of the following reasons:

         a.)  Upon the occurrence of any material breach by either party of the
              terms and conditions of this Agreement and failure to cure such
              material breach within 30 days after receipt of written notice
              from the other party the non-breaching party may, at its option,
              terminate this Agreement upon written notice; provided however
              that the cure period shall be only 10 days after receipt of notice
              if the material breach arises from failure by Gigabeam to pay
              amounts due according to Section 3. After six months from the
              Effective Date, the payment cure period will go to 30 days.

         b.)  In the event that Gigabeam fails actually to receive $1.5 million
              in financing within 120 days from the Effective Date hereof,
              Sophia may, at its option, terminate this Agreement upon written
              notice; or

         c.)  Upon the occurrence of bankruptcy or reorganization under
              bankruptcy laws, cessation of operations, or assignment for the
              benefit of creditors of either party, the other party may
              terminate this Agreement upon written notice.

         d.)  This Agreement may be terminated by mutual written agreement of
              both parties to terminate.

         Notwithstanding the foregoing, upon the occurrence of a material breach
              by either Party (the "Breaching Party"), which is not cured within
              the appropriate cure period, or other event giving rise to a right
              for either Party to terminate this Agreement, without limiting any
              other rights or remedies available, the Party which is not in
              material breach (the "Non-Breaching Party"), which has the right
              to terminate this Agreement may, at its option, terminate its own
              obligations of exclusivity under Section 8, such that Section 8
              remains binding against the Breaching Party for the remainder of
              the term but shall thereafter no longer be binding against the
              Non-Breaching Party

                                       8

<PAGE>

5.       Ownership of Technology and Intellectual Property

         5.1      Ownership of Gigabeam Technology. Without limiting the
                  obligations of Section 8, Gigabeam will own and hold all
                  right, title and interest in and to (i) all Inventions and
                  Intellectual Property Rights, other than Joint Technology or
                  Sophia Technology (as defined below), embodied in or practiced
                  by any Product developed and/or sold under this Agreement or
                  embodied in or practiced by any process or machine in
                  connection with the manufacture of any such Product, and (ii)
                  all Inventions and Intellectual Property Rights therein (other
                  than Joint Technology or Sophia Technology) that are derived
                  from Confidential Information of Gigabeam (all of the
                  foregoing, collectively, "Gigabeam Technology"). In the event
                  that, by operation of law or otherwise, Gigabeam may not be
                  deemed the owner of any Gigabeam Technology, Sophia agrees to
                  assign and does hereby assign to Gigabeam all rights or
                  interests, if any, that Sophia may have therein, and Sophia
                  agrees to undertake such measures as Gigabeam may reasonably
                  request to evidence or give effect to the foregoing provisions
                  of this Section 5.1, including, by way of example, by
                  executing further registrations or documentation for such
                  purposes.

         5.2      Ownership of Joint Technology.

                           (a) All Joint Technology will be owned jointly by
                  Gigabeam and Sophia, and each party will retain full ownership
                  under any patents and any trade secret rights therein, with
                  full ownership rights in any field and, subject to the
                  licenses granted in Section 5.4 below, the right to sublicense
                  without the consent of the other party, without obligation to
                  account to the other party. The laws of the United States with
                  respect to joint ownership of inventions will apply in all
                  jurisdictions giving force and effect to this Agreement.

                           (b) Sophia will keep written records describing each
                  collaborative meeting between the parties and identifying any
                  Joint Inventions resulting therefrom. Sophia will distribute
                  such records to Gigabeam at the end of each meeting but in any
                  event no later than one month following the meeting, for
                  review by Gigabeam. Each such record will be final and binding
                  on the parties unless Gigabeam provides written notice to
                  Sophia of its good faith dispute with such written record
                  within 30 days of receipt. In the event of any such good faith
                  dispute that the parties are unable to resolve, such record
                  will reflect such unresolved dispute. All reports created
                  under this Section 5.2(b) shall be clearly marked as
                  "Confidential" and shall be subject to the confidentiality
                  provisions of this Agreement.

         5.3      Ownership of Sophia Technology. Without limiting the
                  obligations of Section 8, Sophia will own and hold all right,
                  title and interest in and to (i) all Inventions and
                  Intellectual Property Rights (other than Joint Technology)
                  embodied in or practiced by any RF Module System developed
                  and/or sold under this Agreement or embodied in or practiced
                  by any process or machine in connection with the manufacture
                  of any such RF Module System, (ii) all Inventions and
                  Intellectual Property Rights therein that are derived from
                  Confidential Information of Sophia, and (iii) all Pre-Existing
                  Technology and derivatives or improvements thereof (all of the
                  foregoing, collectively, "Sophia Technology"). In the event
                  that, by operation of law or otherwise, Sophia may not be
                  deemed the owner of any Sophia Technology, Gigabeam agrees to
                  assign and does hereby assign to Sophia all rights or
                  interests, if any, that Gigabeam may have therein, and
                  Gigabeam agrees to undertake such measures as Sophia may
                  reasonably request to evidence or give effect to the foregoing
                  provisions of this Section 5.3, including, by way of example,
                  by executing further registrations or documentation for such
                  purposes.

                                       9

<PAGE>

         5.4      Licenses to Joint Inventions.

                           (a) Sophia hereby grants to Gigabeam, and Gigabeam
                  hereby accepts, an exclusive (even as to Sophia) and
                  perpetual, worldwide, royalty-free right and license, with the
                  right to sublicense, under Sophia's interest in the Joint
                  Technology to exploit the Joint Inventions for any purpose in
                  the Field of Exclusivity during and after the term of this
                  Agreement. Sophia reserves all rights in the Joint Technology
                  as necessary to perform its obligations under this Agreement.
                  Notwithstanding the foregoing, if GigaBeam is in material
                  breach of this agreement, then this license will be
                  non-exclusive.

                           (b) Gigabeam hereby grants to Sophia, and Sophia
                  hereby accepts, an exclusive (even as to Gigabeam) and
                  perpetual, worldwide, royalty-free right and license, with the
                  right to sublicense, under Gigabeam's interest in the Joint
                  Technology to exploit the Joint Inventions for any purpose
                  outside the Field of Exclusivity during and after the term of
                  this Agreement. Notwithstanding the foregoing, if Sophia is in
                  material breach of this agreement, then this license will be
                  non-exclusive.

         5.5      Filing and Enforcement Relating to Joint Inventions.

                           (a) XXXXX responsible for the preparation, filing,
                  prosecution and maintenance of any patent claiming a Joint
                  Invention. The parties will mutually agree on suitable patent
                  counsel to prepare and file patents. The parties will XXXXX in
                  the costs and expenses incurred by XXXXX in connection with
                  any such preparation, filing, prosecution or maintenance. If
                  XXXXX elects not to prepare or file a patent claiming a
                  particular Joint Invention, then Sophia and Gigabeam will each
                  treat such Joint Invention as a trade secret and will
                  safeguard such Joint Invention in accordance with Sophia's and
                  Gigabeam's standard practices and procedures relating to trade
                  secrets (but in no event using less than reasonable care).

                           (b) If Sophia or Gigabeam learns of any
                  misappropriation or any infringement or threatened
                  infringement of any Joint Technology, then each party will
                  promptly notify the other party in writing and provide all
                  available evidence of such misappropriation or infringement.
                  The parties will mutually agree to institute, prosecute and
                  control, XXXXX, any action or proceeding with respect to
                  infringement or misappropriation of Joint Technology, by
                  counsel of its own choice. The parties will share equally in
                  the costs and expenses incurred in connection with any such
                  action or proceeding. If either party brings any action or
                  proceeding under this Section 5.5(b), each party agrees, at
                  the request of the other party, to be joined as a party
                  plaintiff to the extent necessary to prosecute the action or
                  proceeding and to give the other party reasonable assistance
                  and authority to file and prosecute the action or proceeding.
                  Any damage or other award resulting from any such action or
                  proceeding, after reimbursement of each party's expenses,
                  XXXXX.

                                       10
<PAGE>

         5.6      Technology Escrow.

                           (a) Sophia agrees during the term of this Agreement
                  to create and maintain current copies of any technical
                  drawings or other technical documents relating to the design
                  and specifications of the RF Module Systems developed under
                  this Agreement (such copies the "IP Materials"). Within 90
                  days after the Effective Date, Sophia will enter into binding
                  contractual arrangement with a commercial escrow agent
                  mutually agreeable to the Parties (the "Escrow Agent")
                  according to which the Escrow Agent will agree (i) to hold and
                  safeguard the escrowed IP Materials during the term of this
                  Agreement, and (ii) to release a copy of such escrowed IP
                  Materials to Gigabeam if and when Sophia files for bankruptcy,
                  liquidates or winds up its business during the term of this
                  Agreement. Gigabeam acknowledges that the Escrow Agent will
                  not be authorized to deliver or otherwise provide access to
                  the escrowed IP Materials other than as described above.

                           (b) Subject to the delivery to Gigabeam of the
                  escrowed IP Materials in accordance with this Section 5.6,
                  Sophia hereby grants to Gigabeam an exclusive (within the
                  Field of Exclusivity), worldwide, royalty-bearing right and
                  license under any Intellectual Property Rights of Sophia to
                  use such escrowed IP Materials for any purpose in the Field of
                  Exclusivity if provided to Gigabeam as contemplated in Section
                  5.6(a). Such license will continue, notwithstanding any
                  termination of this Agreement, until the date upon which the
                  then-current five year initial term or one year renewal terms
                  under Section 4, as the case may be, would have expired. In
                  consideration for the foregoing license grant, Gigabeam agrees
                  to pay to Sophia, for each RF Module manufactured by or on
                  behalf of Gigabeam under the foregoing license, a royalty
                  equal to XXXXX by GigaBeam to maintain continued supply of RF
                  Modules, whereby "Prior Average Margin" shall equal XXXXX, as
                  such average profit margin is reasonably determined by Sophia
                  by reference to its documented financial records. GigaBeam
                  shall pay such royalties XXXXX basis in arrears, which
                  payments shall each be due within XXXXX following the end of
                  the XXXXX.

                                       11
<PAGE>

6.       Confidentiality.

         6.1      Obligation. Each party agrees to treat all non-public written
                  and oral information communicated to it by the other party in
                  connection with the activities contemplated by this Agreement
                  ("Confidential Information"), including the existence or
                  nature of their discussions, as confidential, and neither
                  party will use or disclose such Confidential Information for
                  purposes other than the activities contemplated by this
                  Agreement; provided however that Gigabeam and Sophia may
                  disclose such Confidential Information to accountants and
                  lawyers who are under a processional duty of confidentiality
                  and, for the purposes of obtaining financing, to entities that
                  the disclosing party reasonably believes to be a potential
                  source of such financing, provided that such entity has
                  entered into a binding written agreement pursuant to which
                  such entity agrees not disclose such Confidential Information
                  and not to use the same for any purposes other than
                  consideration of such potential financing. For sake of
                  clarity, all non-public information embodying related to the
                  design, features, components, development and manufacture of
                  Gigabeam's Products, exclusive of any RF Modules therein,
                  shall be considered Gigabeam's Confidential Information, and
                  all non-public information embodying related to the design,
                  features, components, development and manufacture of RF
                  Modules, including the same as developed hereunder, shall be
                  deemed Sophia's Confidential Information.

         6.2      Exceptions. Confidential Information will not include
                  information that (i) the receiving party independently
                  developed (as shown by documentary evidence) or obtained from
                  a source not under an obligation of confidentiality to the
                  disclosing party, (ii) is or becomes publicly available
                  through no act or omission of the receiving party, or (iii)
                  the receiving party receives the prior written consent of the
                  disclosing party to disclose. Notwithstanding the foregoing,
                  either Party may disclose Confidential Information of the
                  other Party to the limited extent required in order to comply
                  with applicable law or the order of a court or governmental
                  agency; provided the receiving party promptly notifies the
                  disclosing party and cooperates with the disclosing party to
                  protect the confidentiality of the Confidential Information
                  before any tribunal or governmental agency; provided that only
                  the specific Confidential Information that meets the exclusion
                  shall be excluded and not any other Confidential Information
                  that happens to appear in proximity to such excluded portion
                  (for example, a portion of a document may be excluded without
                  affecting the confidential nature of those portions that do
                  not themselves qualify for exclusion). The burden of proving
                  these exceptions shall rest with the receiving party.

         6.3      Termination of Agreement. Upon termination of this Agreement,
                  the receiving party will return all copies of the other
                  party's Confidential Information, or, at the disclosing
                  Party's option, certify to the other party in writing that all
                  copies of the other party's Confidential Information have been
                  destroyed. The parties agree that any breach or threatened
                  breach of this Section 6 by a receiving party may cause
                  irreparable harm to the disclosing party and that money
                  damages may not provide an adequate remedy. In the event of a
                  breach or threatened breach of this Section 6 by a receiving
                  party, the disclosing party shall, in addition to any other
                  rights and remedies it may have, be entitled to seek
                  injunctive relief (without the necessity of posting any bond
                  or surety) restraining the receiving party from breaching the
                  obligations of this Section 6.

                                       12
<PAGE>

7.       Limitation of Liability; Indemnification

         7.1      LIMITATION OF LIABILITY. EXCEPT WITH RESPECT TO RIGHTS OR
                  OBLIGATIONS ARISING OR RECOGNIZED UNDER SECTIONS 5, 6 AND/OR
                  8, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR
                  ANY LOSS OF PROFITS OR ANY INCIDENTAL, INDIRECT, SPECIAL,
                  EXEMPLARY, OR CONSEQUENTIAL DAMAGES, EVEN IF SUCH PARTY HAS
                  BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT WITH
                  RESPECT TO RIGHTS OR OBLIGATIONS ARISING OR RECOGNIZED UNDER
                  SECTIONS 5, 6 AND/OR 8, IN NO EVENT SHALL THE AGGREGATE
                  LIABILITY OF EITHER PARTY, CUMULATIVELY FOR ALL CLAIMS ARISING
                  UNDER THIS AGREEMENT, EXCEED, IN THE CASE OF GIGABEAM'S
                  LIABILITY, THE SUM TOTAL AMOUNTS TO BE PAID WHICH SHALL BE FOR
                  FEES AND ACCRUALS EVIDENCED BY PURCHASE ORDERS AND INVOICES
                  FOR NON RECURRING ENGINNERING FEES AND RF ENGINEERING MODULES
                  DELIVERED AND OUTSTANDING (WHICH HAVE BEEN COMMITTED TO IN
                  WRITING BY A PURCHASE ORDER ISSUED BY GIGABEAM), OR, IN THE
                  CASE OF SOPHIA'S LIABILITY, THE SUM TOTAL AMOUNT OF ALL FEES
                  FOR WHICH WORK IS TO BE PERFORMED OR THE TOTAL AMOUNT OF RF
                  ENGINEERING MODULES HEREUNDER TO BE DELIVERED FOR WHICH SOPHIA
                  HAS RECEIVED A PURCHASE ORDER FROM GIGABEAM.

         7.2      Indemnification by Sophia.

                           (a) Sophia shall defend, indemnify, and hold Gigabeam
                  harmless against all costs and reasonable expenses (including
                  reasonable attorneys' fees), damages, and liabilities arising
                  out of any claim by a third party that an RF Module, as
                  provided by Sophia and used in accordance with this Agreement,
                  infringes any U.S. patent issued as of the Effective Date or
                  misappropriates any trade secrets under U.S. law, provided
                  that Gigabeam gives Sophia (i) prompt written notice of such
                  claim; (ii) control over the defense and settlement of such
                  claim; and (iii) proper and full information and assistance to
                  settle and/or defend such claim. Notwithstanding the
                  foregoing, Sophia shall have no obligation or liability to the
                  extent that the alleged infringement arises from (1) the
                  combination, operation, or use of the RF Module with products
                  not furnished by Sophia; (2) alterations to the RF Module,
                  which alterations are not made by Sophia; or (3) use of the RF
                  Module in a manner for which it was not designed, as evidenced
                  by any accompanying specifications or documentation (the
                  foregoing exclusions, "Gigabeam Responsibilities").

                                       13
<PAGE>

                           (b) In the event of an infringement action against
                  Sophia with respect to any subject matter provided by Sophia
                  hereunder, or in the event that Sophia believes that such an
                  action is likely, Sophia may, at its option (i) substitute
                  functionally equivalent materials; (ii) obtain a license to
                  the applicable third-party intellectual property rights; or
                  (iii) terminate this Agreement on written notice to Gigabeam.
                  The obligations set forth in this Section 7.2 shall constitute
                  Sophia's entire liability and Gigabeam's sole remedy for any
                  actual or alleged infringement or misappropriation.

         7.3      Indemnification by Gigabeam. Gigabeam shall defend, indemnify,
                  and hold Sophia harmless against all costs and reasonable
                  expenses (including reasonable attorneys' fees), damages, and
                  liabilities arising out of any Gigabeam Responsibilities;
                  provided that Sophia gives Gigabeam (i) prompt written notice
                  of such claim; (ii) control over the defense and settlement of
                  such claim; and (iii) proper and full information and
                  assistance to settle and/or defend such claim. In any action
                  for which Gigabeam provides defense on behalf of Sophia,
                  Sophia may participate in such defense at its own expense by
                  counsel of its choice.

8.       Exclusivity.

         8.1      Sophia. Provided that Gigabeam has not materially breached
                  this Agreement, Sophia agrees that during the term of this
                  Agreement it will not, nor will any subsidiary of Sophia, nor
                  will its or their respective directors, officers, or other
                  representatives license Sophia's technology to a third party
                  to enable that third party to make products that directly
                  compete with a "Product" or authorize a third party to
                  distribute RF Modules within the Field of Exclusivity, nor
                  will Sophia build or sell a digital radio which competes in
                  the Field of Exclusivity. Notwithstanding the foregoing,
                  nothing in this Agreement shall limit Sophia's right or
                  ability to sell or distribute RF Modules or any other product
                  outside the scope of the Field of Exclusivity. For any
                  products sold by Sophia with an operating frequency in the
                  range 57 through 100 GHz, Sophia shall exercise reasonable
                  efforts to procure agreement from the purchasers of such
                  products that the intended end use is not in violation of this
                  exclusivity requirement. If, despite such reasonable efforts,
                  a product sold by Sophia is found to have been used without
                  Sophia's knowledge in violation of this exclusivity
                  requirement, Sophia shall not be considered in breach of this
                  covenant. Sale of any product by Sophia which does not have an
                  operating frequency in the range 57 to 100 GHz shall not be
                  considered violation of this exclusivity requirement..

         8.2      Gigabeam. Gigabeam agrees that during the term of this
                  Agreement that it will not, nor will any affiliate of
                  Gigabeam, nor will its or their respective directors, officers
                  or other representatives negotiate or pursue any other
                  transaction or arrangement that contemplates a relationship
                  with any third party pursuant to which Gigabeam would procure
                  RF Module Systems or substantially similar products for sale
                  or distribution within the Field of Exclusivity, or would
                  procure design, development or manufacturing services relating
                  to the same and GigaBeam further agrees not to manufacture RF
                  modules during the term of this Agreement.

                                       14
<PAGE>

9.       Performance Incentives

         The parties have established performance incentives whereby each party
         will issue to the other certain one or more warrants to purchase common
         stock in the amounts and upon the successful completion of the
         milestones identified on Exhibit C. Each warrant issued pursuant to
         this Section shall be in substantially in the form attached as Exhibit
         C-1.

10.      Cost Reduction and Pricing of Modules Sold to Gigabeam

         Sophia shall use commercially reasonable efforts to continue to
         minimize the cost of its RF module systems and therefore allow Sophia
         to sell RF module systems to Gigabeam at an accordingly better price
         after adding Sophia's reasonable profit margin. Where and when
         appropriate, Sophia shall jointly work with GigaBeam towards such price
         reductions including but not limited to expenditure on tooling and by
         other means which shall include payment of non recurring expenditures
         by GigaBeam. Pricing of RF module systems to GigaBeam shall be fair and
         equitable and consistent with industry standards for similar components
         at similar volumes sold to commercial enterprises. Gigabeam shall own
         any tooling, dies, molds, other manufacturing equipment or test
         equipment purchased by it for the purposes of manufacturing or testing
         the RF Module Systems or components.

11.      Miscellaneous

         11.1     Entire Agreement. This Agreement represents the entire
                  Agreement between the parties with respect to the subject
                  matter herein, and supersedes any previous understandings,
                  whether written or oral, with respect to such subject matter,
                  and may not be amended except pursuant to a written agreement
                  duly executed by the parties.

         11.2     Trademarks, Trade Names and Copyright. Except as expressly
                  provided herein, this Agreement does not give either party any
                  ownership rights or interest in the other party's trade name,
                  trademarks or copyrights.

         11.3     Waiver. No failure or delay by either party in exercising any
                  of its rights or remedies hereunder will operate as a waiver
                  thereof, nor will any single or partial exercise of any such
                  right or remedy preclude any other or further exercise thereof
                  or the exercise of any other right or remedy. The rights and
                  remedies of the party's provided in this Agreement are
                  cumulative and not exclusive of any rights or remedies
                  provided under this Agreement, by law, in equity or otherwise.

         11.4     Assignment. Neither party may assign or otherwise transfer any
                  of its rights, duties or obligations under this Agreement
                  without the prior written consent of the other party, except
                  either party may, upon prior written notice to the other party
                  (but without any obligation to obtain the consent of such
                  other party), assign this Agreement or any of its rights
                  hereunder to any person or entity who succeeds (by purchase,
                  merger, operation of law or otherwise) to all or substantially
                  all of the capital stock, assets or business of such party,
                  provided such person or entity agrees in writing to assume and
                  be bound by all of the obligations of such party under this
                  Agreement. Any attempted assignment or transfer in
                  contravention of this Section 11.4 shall be void and of no
                  force and effect. This Agreement shall be binding upon and
                  inure to the benefit of the parties and their respective legal
                  representatives, successors and permitted assigns.

                                       15
<PAGE>

         11.5     Independent Contractors. This Agreement shall not be construed
                  to establish any form of partnership, agency, or joint venture
                  of any kind between the parties; nor to constitute either
                  party as an agent, employee, or legal representative of the
                  other; and nothing in this Agreement shall create any
                  relationship between The parties other than that of an
                  independent contractor. Neither party shall have any
                  responsibility or liability for the actions of the other
                  party, except as specifically provided herein. Neither party
                  shall have any right or authority to bind or obligate the
                  other in any manner or make any representation or warranty on
                  behalf of the other. No profits, losses or costs will be
                  shared under any provision of this Agreement or as a result of
                  either party's efforts in connection with any joint
                  opportunity and securing an award of any customer contract.
                  There are no third-party beneficiaries of this Agreement.

         11.6     Further Assurances. Without limiting the generality of any
                  provision of this Agreement, each party agrees that upon
                  request of the other party, it shall, from time to time, do
                  any and all other acts and things as may reasonably be
                  required to carry out its obligations hereunder, to consummate
                  the transactions contemplated hereby, and to effectuate the
                  purposes hereof.

         11.7     Publicity. Neither party shall issue any press release, public
                  announcement or advertise or promote this Agreement without
                  the prior consent of the other party, which consent will not
                  be unreasonably withheld, conditioned or delayed.

         11.8     Expenses. Each party will pay its own expenses and costs
                  incidental to the negotiation of the transactions contemplated
                  by this Agreement, including legal and accounting fees.

         11.9     Notices. Any notices contemplated hereunder or provided for in
                  this Agreement shall be made to the following in writing or by
                  facsimile with confirmation by Express Mail or Federal
                  Express:

                  Gigabeam:
                  L. Slaughter
                  CEO
                  Gigabeam Corporation
                  101 Ash Street
                  Weston, MA 02493
                  FAX: 888-460-3200

                                       16
<PAGE>

                  With copy to:
                  Gregory L. White, Esq.
                  Seyfarth Shaw
                  World Trade Center East
                  Two Seaport Lane, Suite 300
                  Boston, MA 02210

                  Sophia:
                  Philip Koh
                  President and CEO
                  Sophia Wireless Inc.
                  14225-C Sullyfiled Circle
                  Chantilly, VA 20151
                  Fax: 703-961-9576

                  With copy to:
                  Cooley Godward LLP
                  One Freedom Square, Reston Town Center
                  11951 Freedom Drive
                  Reston, Virginia 20190
                  Attention: Ken. J. Krisko, Esq. / Todd W. Harris, Esq.

         11.10    Severability. Any term or provision of this Agreement which is
                  invalid or unenforceable in any jurisdiction shall, as to such
                  jurisdiction, be ineffective to the extent of such invalidity
                  or unenforceability without rendering invalid or unenforceable
                  the remaining terms and provisions of this Agreement or
                  affecting the validity or enforceability of any of the terms
                  or provisions hereof in any other jurisdiction.

         11.11    Headings and Interpretation. The headings used in this
                  Agreement are for convenience of reference only and shall not
                  affect the meaning or construction of this Agreement.

         11.12    Survival. The provisions of Sections 5.4, 5.5, 5.6(b), 6, 7,
                  and 11, together with any definitions used therein, shall
                  survive any termination of this Agreement.

         11.13    Governing Law. This Agreement shall be governed by, and
                  construed in accordance with, the substantive laws (other than
                  the conflicts of laws provisions) of Virginia.

         11.14    Counterparts. This Agreement may be signed in counterparts,
                  each of which shall constitute an original but all of which
                  shall constitute one and the same instrument.

         11.15    Exhibits. The exhibits and appendices attached hereto are made
                  a part of this Agreement as if fully set forth herein.

                                       17
<PAGE>

         IN WITNESS WHEREOF, the parties, by their duly authorized
representatives, have caused this Agreement to be executed as of the date first
written above.

          Sophia Wireless Inc.                             Gigabeam Corporation


By:    /s/ Philip J. Koh                                By:    /s/ Lou Slaughter
       -----------------                                       -----------------

Name:  Philip J. Koh                                    Name:  Lou Slaughter
       -------------                                           -------------

Title: President                                        Title: CEO
       ---------                                               ---


                                       18
<PAGE>

                                    EXHIBIT A

                    INITIAL FUNCTIONAL REQUIREMENTS STATEMENT



Period of Research and Development: XXXXX, commencing upon the Effective Date of
the Agreement

XXXXX
Timeframe: XXXXX
Non-Recurring Engineering Fees: XXXXX

XXXXX
Timeframe: XXXXX
Non-Recurring Engineering Fees: XXXXX


                                       19
<PAGE>


                                   Exhibit 1A.
Possible Future FRS

  The parties may set forth the following requirements/specs in the next
Functional Requirements Statement.

XXXXX

Timeframe: XXXXX
Budgetary: XXXXX


                                       20
<PAGE>

                                    EXHIBIT B

                 PAYMENT SCHEDULE FOR NON RECURRING ENGINEERING

Initial payment upon funding of Gigabeam                                $150,000

Month 1 thereafter                                                       100,000

Month 2                                                                  100,000

Month 3                                                                  100,000

Month 4                                                                  100,000

Month 5                                                                  100,000

Month 6                                                                  100,000

                                       21
<PAGE>

                                    EXHIBIT C


                             PERFORMANCE INCENTIVES


"GigaBeam Initial Investment" means the investment by a third party investor in
Gigabeam of at least $1 million which triggered the signing of this agreement.

"GigaBeam Warrant Exercise Price" means the price per share paid by a third
party investor in the GigaBeam Initial Investment. "Warrant Exercise Price"
shall not include any warrants issued to investors as an incentive to invest or
to investment advisors or to venture capital investors.

"GigaBeam Total Warrant Shares" means five percent on a fully diluted basis of
GigaBeam's stock outstanding immediately preceding the GigaBeam Initial
Investment.

Whereas, Sophia's last issue of stock to a 3rd party investor was in July 1,
2002 at a price of $2.20 per share, and there are currently 2,730,246 common
plus preferred shares of Sophia held by stockholders including stock options on
a fully diluted basis,

"Sophia Total Warrant shares" means 136,512 shares.

"Sophia Warrant Exercise Price" means $2.20 per share.

Each company shall issue Stock Warrants to the other company at completion of
milestones as described in the following tables. GigaBeam will issue warrants at
the GigaBeam Warrant Exercise Price, and Sophia will issue warrants at the
Sophia Warrant Exercise Price.

Table of Sophia Milestones:

         Sophia Milestone A. Successful completion of design, build and test of
         the XXXXX: GigaBeam will issue Sophia warrants for shares equal to
         XXXXX% of "GigaBeam Total Warrant Shares".

         Sophia Milestone B. Successful completion of design, build and test of
         the XXXXX: GigaBeam will issue Sophia warrants for shares equal to
         XXXXX% of "GigaBeam Total Warrant Shares".

         Sophia Milestone C. Successful completion of design, build and test of
         the XXXXX: GigaBeam will issue Sophia warrants for shares equal to
         XXXXX% of "GigaBeam Total Warrant Shares".

         Sophia Milestone D. Successful completion of design, build and test of
         XXXXX: GigaBeam will issue Sophia warrants for shares equal to XXXXX%
         of "GigaBeam Total Warrant Shares".

                                       22
<PAGE>

Table of GigaBeam Milestones:

         GigaBeam Milestone A. Full payment of $750,000 of non recurring
         engineering, as specified in Exhibit B: Sophia will issue GigaBeam
         warrants for shares equal to XXXXX% of "Sophia Total Warrant Shares".

         GigaBeam Milestone B. Purchase of XXXXX RF Module Systems from Sophia
         for XXXXX links: Sophia will issue GigaBeam warrants for shares equal
         to XXXXX% of "Sophia Total Warrant Shares".

         GigaBeam Milestone C. Purchase of XXXXX RF Module Systems from Sophia
         for XXXXX links: Sophia will issue GigaBeam warrants for shares equal
         to XXXXX% of "Sophia Total Warrant Shares".

         GigaBeam Milestone D. Purchase of XXXXX RF Module Systems from Sophia
         for XXXXX links: Sophia will issue GigaBeam warrants for shares equal
         to XXXXX% of "Sophia Total Warrant Shares".


                                       23
<PAGE>

                                    EXHIBIT D

                         MINIMUM PURCHASE OF RF MODULES


The minimum purchase of RF Module Systems are for the following number of links
(ie. A link is two ends so for each link, two RF Module Systems will be
required):


<CAPTION>
Product Volume                          Q1      Q2     Q3      Q4
                                                                       
                               2003    2004    2004   2004    2004    2004    2005    2006    2007    2008
GigE Unit Volume              XXXXX   XXXXX   XXXXX  XXXXX   XXXXX   XXXXX   XXXXX   XXXXX   XXXXX   XXXXX
OC48 Unit Volume              XXXXX   XXXXX   XXXXX  XXXXX   XXXXX   XXXXX   XXXXX   XXXXX   XXXXX   XXXXX
10GigE or OC192 Unit Volume   XXXXX   XXXXX   XXXXX  XXXXX   XXXXX   XXXXX   XXXXX   XXXXX   XXXXX   XXXXX


                                       24
<PAGE>

         THIS FIRST AMENDMENT TO THE STRATEGIC ALLIANCE AGREEMENT (this
"Amendment") made as of April 22, 2004, between GIGABEAM CORPORATION, a Delaware
corporation (the "Company"), having its principal executive office at 14225-C
Sullyfield Circle, Chantilly, Virginia 20151, and SOPHIA WIRELESS, INC., a
Delaware corporation ("Sophia"), having its principal executive offices at
14225-C Sullyfield Circle, Chantilly, Virginia 20151.

                               W I T N E S S E T H

         WHEREAS, upon the Company's formation on January 5, 2004, the Company
and Sophia entered into a binding agreement dated as of that date (the "Binder")
whereby each was committed to execute the form of Strategic Alliance Agreement
attached as a schedule to the Binder if a third party invested at least
$1,000,000 in the Company within 120 days thereafter (the "Triggering
Investment");

         WHEREAS, the form of Strategic Alliance Agreement attached to the
Binder contemplated, among other things, that Sophia would be entitled to
receive warrants from the Company in four installments upon Sophia's completion
of four performance milestones set forth in such agreement (the "Sophia
Warrants"); and

         WHEREAS, the form of Strategic Alliance Agreement attached to the
Binder contemplated that the Sophia Warrants would (a) in the aggregate, be
exercisable for a number of shares equal to 5% of the Company's outstanding
common stock, on a fully diluted basis, calculated immediately prior to the
Triggering Investment referred to in the Binder, and (b) have an exercise price
equal to the price per share paid in the Triggering Investment, not including
any incentive warrants granted in connection with the Triggering Investment; and

         WHEREAS, the Triggering Investment was completed on January 26, 2004,
and on February 6, 2004, pursuant to the terms of the Binder, the Company and
Sophia then executed the Strategic Alliance Agreement attached to the Binder (as
executed, the "Alliance Agreement"); and

         WHEREAS, immediately prior to the completion of the Triggering
Investment, 5% of the Company's outstanding stock on a fully diluted basis was
equal to 90.567 shares; and

         WHEREAS, it was always the intent of Sophia and the Company that the
number of shares underlying the Sophia Warrants be at least equal to the number
of shares to be issued to ThinKom Solutions, Inc., another of the Company's
strategic alliances, pursuant to its strategic alliance agreement with the
Company dated January 5, 2004 (the "ThinKom Agreement"); and

         WHEREAS, the ThinKom Agreement provided for it to receive a number of
shares of the Company equal to 5% of the Company's outstanding stock on a fully
diluted basis, but in the language referring thereto specified that the 5% was
to be determined after giving pro forma effect to the 5% to be issued to
ThinKom; and

         WHEREAS, on January 18, 2004, the Company in satisfaction of its
obligation under the ThinKom Agreement issued 95.333 shares to ThinKom and, as a
result, also authorized the setting of the number of shares that would be
issuable to Sophia in the event all of the Sophia Warrants were ultimately
issued to Sophia and subsequently exercised, at 95.333 shares (and reserved such
number of shares in its books for such purpose); and

                                      A-1
<PAGE>

         WHEREAS, following the execution of the Alliance Agreement, the Company
and Sophia realized that because there had been no shares purchased in
connection with the Triggering Investment, it being instead structured as a note
with a warrant incentive, there was strictly speaking no way to actually
calculate the exercise price to be attached to the Sophia Warrants; and

         WHEREAS, on February 18, 2004, the Company and Sophia agreed to set
$1,500 per share as the exercise price of the Sophia Warrants, that being the
exercise price of the employee stock options issued by the Company on such date
and representing what the Company and Sophia believed to be a fair price (based
on the Company's estimate of its value as being somewhere around $2,500,000 to
$2,750,000); and

         WHEREAS, the Company and Sophia now wish to memorialize what was
previously agreed to by them in order to clarify in writing the terms of the
Alliance Agreement relating to the Sophia Warrants; and

         WHEREAS, in connection with this memorialization of their prior
agreement, the parties realized that the number of fully diluted shares of
Sophia referenced in the Alliance Agreement for purposes of determining the
number of warrants to be issued to the Company upon its completion of designated
performance milestones was incorrect in that it represented the actual number of
Sophia shares then outstanding (2,730,246), rather than the fully diluted number
(3,236,690) that was called for, and thus the number of warrant shares was also
incorrect and should have been 161,834 shares rather than 136,512 shares; and

         WHEREAS, the Company and Sophia now wish to correct the inaccuracy in
the numbers relating to the Sophia shares.

         NOW, THEREFORE, in consideration of the mutual covenants made herein
and other good and valuable consideration, receipt of which is hereby
acknowledged, the Company and Sophia hereby agree as follows:

         SECTION 1. Exhibit C to the Alliance Agreement. Effective as of
February 18, 2003, Exhibit C to the Alliance Agreement ("Exhibit C") shall be
amended as follows:

         (a) The second and third sentences of Exhibit C, which currently read
             as follow:

                  "GigaBeam Warrant Exercise Price" means the price per share
                  paid by a third party investor in the GigaBeam Initial
                  Investment. "Warrant Exercise Price" shall not include any
                  warrants issued to investors as an incentive to invest or to
                  investment advisors or to venture capital investors.

             shall be deleted in their entirety and replaced with the following
             sentence:

                  "GigaBeam Warrant Exercise Price" means $1,500.00 per share.";
                  and

                                      A-2
<PAGE>

         (b) The fourth sentence of Exhibit C, which currently reads as follows:

                  "GigaBeam Total Warrant Shares" means five percent on a fully
                  diluted basis of GigaBeam's stock outstanding immediately
                  preceding the Giga Beam Initial Investment.

             shall be deleted in its entirety and replaced with the following
             sentence:

                  "GigaBeam Total Warrant Shares" means 95.333 shares of the
                  common stock of GigaBeam; and

         (c) The number "2,730,246" in the fifth sentence of Exhibit C shall be
             replaced with the number "3,236,690," and the number "136,512" in
             the sixth sentence of Exhibit C shall be replaced with the number
             "161,834."

         SECTION 2. Representation and Warranties. The Company and Sophia hereby
represent and warrant as follows (with the effectiveness of this Amendment being
further conditioned upon all such representations and warranties being true and
correct in all material respects on the date of this Amendment):

             (a) The execution, delivery and performance by the Company and
                 Sophia of this Amendment have been duly authorized by all
                 necessary corporate action;

             (b) This Amendment to which the Company and Sophia are parties
                 constitutes the legal, valid and binding obligation of each of
                 the Company and Sophia, enforceable against it in accordance
                 with its terms, except to the extent that such enforcement may
                 be limited by applicable bankruptcy, insolvency, equitable
                 remedies and other similar laws affecting creditors' rights
                 generally, and except that the availability of equitable
                 remedies is subject to the discretion of the court before
                 which such remedies are sought;

             (c) No event has occurred and is continuing which has not been
                 waived which constitutes a breach of the Alliance Agreement.

         SECTION 3. Effect on the Alliance Agreement. Except as specifically
amended hereby, the Alliance Agreement shall continue to be in full force and
effect and is hereby in all respects ratified and confirmed.

         SECTION 4. Execution in Counterparts. This Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which taken together shall constitute but one and the
same agreement. Delivery of an executed counterpart of a signature page to this
Amendment by telecopier or facsimile shall be effective as delivery of a
manually executed counterpart of this Amendment.

                                      A-3
<PAGE>


         IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed on their behalf in their respective corporate names by their duly
authorized officers all as of the date first above written.



                                  GIGABEAM CORPORATION

                                  By:    /s/Louis S. Slaughter
                                         -------------------------------
                                  Name:  Louis S. Slaughter
                                  Title: Chief Executive Officer


                                  SOPHIA WIRELESS, INC.

                                  By:    /s/ Philip J. Koh
                                         -------------------------------
                                  Name:  Philip J. Koh
                                  Title: President and
                                         Chief Executive Officer

                                      A-4


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