Exhibit
      10.27

    


    XXXXX
      INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS
      REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES
      AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES
      ACT OF 1933, AS AMENDED.


     

    


    Agreement
      For
      the Purchase and Sale of GigaBeam WiFiberTM
      Links 

    EMPIRE
      TELECOM SOLUTIONS

    

      GigaBeam
        agrees
        to
        sell and Empire Telecom Solutions, Inc. (Empire) agrees to purchase, pursuant
        to
        the terms of this purchase order, twenty (20) Full Duplex GigE WiFiberTM wireless
        fiber communication links to be used for connectivity between designated
        Empire
        customer locations as listed in the table below. 

       

      
        	
                Link
                  #

              	
                Bullding

              	
                Demarc
                  Location

              	
                Building

              	
                Demarc
                  Location

              	
                Link
                  Distance

              
	
                1

              	
                59
                  Maiden Lane

              	
                TBD

              	
                2
                  Lafayette Street

              	
                TBD

              	
                TBD

              
	
                2-20
                  

              	
                TBD

              	
                TBD

              	
                TBD

              	
                TBD

              	
                TBD

              


      

       

      Pricing
        

       

      
        	
                Link
                  #

              	
                Model
                  

              	
                Description

              	
                [XXXXX]

              	
                [XXXXX]

              	
                Total
                  

              
	
                1-20

              	
                G-1.25-24

              	
                Full
                  Duplex GigE Transceiver Link Pair with [XXXXX]

              	
                 

                $[XXXXX]

              	
                $
                  [XXXXX]

              	
                $[XXXXX]

              
	 	
                Total
                  20 units

              	 	
                $[XXXXX]

              	
                $[XXXXX]

              	
                $[XXXXX]

              


      

       

      In
        the
        event GigaBeam decreases its list price during the term of this agreement,
        GigaBeam will offer Empire the [XXXXX] discount on any decreased list pricing
        provided Empire is installing and paying for links in accordance with the
        Installation Schedule below and is in compliance with all other terms and
        conditions of this agreement. 

       

      Installation

       

      Installation
        will be performed by GigaBeam or certified GigaBeam Install partners. 
Empire Telecom Solutions must be certified by GigaBeam to install the GigaBeam
        WiFiber links prior to Empire’s first link installation. GigaBeam will provide
        certification training at the rate of $[XXXXX]
        per
        Empire Telecom Solutions [XXXXX].
         GigaBeam may also provide a wholesale installation service through direct
        personnel or another certified third party GigaBeam install company.



       

      GigaBeam
        will perform [XXXXX]services
        at the [XXXXX]rate
        of
        $[XXXXX]. 

       

      Installation
        Schedule

       

      
        	
                Link
                  #

              	
                Location

              	
                Site
                  Survey

              	
                Site
                  Prep

              	
                Installation

              
	
                1

              	
                TBD

              	
                By
                  2/15/2006

              	
                2/28/2006

              	
                by
                  3/1/2006

              
	
                2-5

              	
                EMPIRE
                  

              	
                TBD

              	
                TBD

              	
                by
                  9/30/2006

              
	
                6-10

              	
                EMPIRE
                  

              	
                TBD

              	
                TBD

              	
                by
                  12/31/2006

              
	
                11-20

              	
                EMPIRE
                  

              	
                TBD

              	
                TBD

              	
                by
                  3/1/2007

              


      

       

      Empire
        agrees to complete installation of all twenty links in accordance with the
        foregoing schedule. Empire will update the installation schedule on a
[XXXXX]
        basis.
        Empire understands that GigaBeam lead time to delivery may be a [XXXXX].
        Empire
        will request [XXXXX]
        in
        writing.

       

      Monitoring
        and Maintenance

       

      In
        the
        event Empire elects link monitor services, GigaBeam will monitor
        deployed links from its Link Monitoring Center (LMC).  GigaBeam will
        monitor link performance and key link transceiver parameters and will provide
        the following level of support: 24/7 link monitoring and service, [XXXXX]reports,
        [XXXXX]
        within
[XXXXX],
        [XXXXX]access
        to
[XXXXX],
        [XXXXX].
        Empire
        will provide [XXXXX]GigaBeam
        [XXXXX].
        

       

      GigaBeam
        will provide Monitoring and Maintenance services at the rate of [XXXXX].
        

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Terms
        of Sale

       

      This
        sale
        represents [XXXXX],
        which
        is strictly confidential, in consideration for Empire role providing GigaBeam
        with [XXXXX]
        and  [XXXXX].
        In
        addition, the [XXXXX]to
        Empire
        is based on its firm commitment to purchase and install a minimum of 20 links
        no
        later than 3/1/2007. 

       

      Each
        link
        will be deemed accepted by Empire [XXXXX].

       

      If
        GigaBeam offers more favorable prices, terms, conditions, warranties, or
        other
        benefits on GigaBeam [XXXXX]subject to this Agreement to any other [XXXXX]during
        the term of this Agreement (the “[XXXXX]”)
        then,
        Buyer shall be entitled to order such [XXXXX] under
        identical terms and conditions offered to the [XXXXX].

       

      The
        [XXXXX] will be extended to Empire for future purchases of additional links
        [XXXXX] for all purchases beyond the initial 20 units (“Additional Link”) placed
        with GigaBeam prior to December 31, 2006 and installed prior to 03/31/07,
        provided that Empire is in compliance with all terms and conditions of this
        agreement.

       

      For
        purposes of this Agreement, a “[XXXXX]”
        is any [XXXXX] GigaBeam [XXXXX] 
        (limited
        to the [XXXXX]) and the [XXXXX] in the [XXXXX] that
        has
        purchased and paid for the GigaBeam equipment specified in this Agreement
        during
        the Term of this Agreement.

       

      In
        the
        event Empire fails to accept delivery of at least 5 links by 9/30/2006, Empire
        will pay GigaBeam the dollar amount equal to the [XXXXX].
        In the
        event that Empire accepts less than 20 links by 3/1/2007, Empire will pay
        GigaBeam damages equal to [XXXXX].
        For
        example, if Empire only accepts [XXXXX]
        links,
        the penalty is [XXXXX]).
        The
[XXXXX]
        is
        due no
        later than [XXXXX].
        Any
        Additional Links ordered under this agreement will be considered as a firm
        commitment requiring full payment on or before [XXXXX].

       

      All
        link
        purchases are subject to the standard terms and conditions on the last page
        of
        this document. 

      


      


      EMPIRE
        /s/David
        Beatty Date
        01/29/06
        GigaBeam
        Corporation  /s/Tom
        Wetmore  Date
        02/01/06
        

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      STANDARD
        TERMS & CONDITIONS FOR PURCHASE AGREEMENT


      


      1.
        GENERAL. 
        As used
        herein, the term "Seller" shall refer to GigaBeam Corporation and the term
        "Buyer" shall refer to the person or entity desiring to purchase products
        and or
        services from Seller. ALL ORDERS ARE SUBJECT TO ACCEPTANCE BY SELLER AT ITS
        CORPORATE HEADQUARTERS. NO FORM OF ACCEPTANCE EXCEPT SELLER'S WRITTEN
        ACKNOWLEDGMENT OR SELLER'S COMMENCEMENT OF PERFORMANCE SHALL CONSTITUTE A
        VALID
        ACCEPTANCE OF THE BUYER'S ORDER. ANY SUCH ACCEPTANCE IS EXPRESSLY CONDITIONED
        UPON ASSENT TO THE TERMS HEREOF TO THE EXCLUSION OF ALL OTHER TERMS; BUYER
        SHALL
        BE DEEMED TO HAVE ASSENTED TO THE TERMS HEREOF UPON ACCEPTING DELIVERY OF
        ANYTHING SHIPPED BY SELLER IF TENDER OF THESE TERMS IS DEEMED AN OFFER.
        ACCEPTANCE IS EXPRESSLY LIMITED TO THE TERMS HEREOF. 

      


      2.
        PRICES.
        Prices for all of Seller's products or services shall be in accordance with
        the
        applicable purchase order accepted by Seller in writing. Transportation charges
        from Seller's shipping location, insurance premiums, taxes and other
        governmental charges related to the manufacture, sale, possession or resale
        of
        the products specified herein, shall be the sole responsibility of the Buyer
        and
        shall be paid to Seller in addition to the purchase price of the products
        and
        services, unless otherwise agreed in writing. 

      


      3.
        TERMS
        OF PAYMENT. Invoices shall be due and payable within thirty (30) days from
        the
        date of invoice, until Seller in its sole discretion and at any time revokes
        credit approval at which time all amounts shall become immediately due and
        payable. All payments shall be made in U.S. dollars unless otherwise
        specifically agreed to in writing by Buyer and Seller. Seller shall have
        the
        option of requiring the Buyer to make advance and/or progress payments during
        the course of manufacture. Amounts that remain unpaid when due to Seller
        shall
        accrue a service charge of one and one-half percent (1.5%) per month (or
        such
        higher rate as may be the maximum allowable by law) from any such due date
        until
        date of full payment. Seller reserves the right at any time and for any reason
        to require payment in advance or C.O.D., or otherwise to modify, suspend,
        or
        terminate any credit terms previously extended to Buyer.

      


      4.
        DELIVERY AND TITLE. All sales are made Ex Works Seller's warehouse or place
        of
        production. Delivery dates are quoted from [XXXXX]., where applicable, whichever
        is later. Delivery [XXXXX]. In the absence of specific shipping instructions,
        Seller shall select a carrier that shall be deemed to act as Buyer's agent,
        notwithstanding any payment by Seller of freight charges made for Buyer's
        account. Unless otherwise specified, Buyer is obligated to obtain insurance
        against damage to the products being shipped. Seller shall have no liability
        for
        any events occurring during shipment. Unless otherwise specified, the product
        will be shipped in standard commercial packaging.

      


      5.
        SHIPMENTS. All shipping dates are [XXXXX]. Seller will not be liable for
        any
        loss, damages or penalty resulting from delay in delivery when such delay
        is due
        to causes beyond the reasonable control of Seller, including but not limited
        to
        supplier delay, force majeure, act of God, act of Government, labor unrest,
        flood, fire, explosion, earthquake, or by excess demand for its products.
        If
        Buyer requests [XXXXX]. Buyer will bear the risk of loss of the equipment
        during
        such [XXXXX].

      


      6.
        CLAIMS.
 Buyer
        shall be deemed to have accepted the products [XXXXX]. Buyer expressly waives
        any right to revoke [XXXXX] thereafter. Claims of late delivery are barred
        unless made prior to receipt of products and the receipt of any products
        shall
        constitute a waiver of any claim that such items were delivered
        late.

      


      7.
        LIMITED
        WARRANTY. Seller warrants to BUYER ONLY that the products will be substantially
        free from defects in material and workmanship for 12 months after delivery
        to
        Buyer. Products purchased from Seller which do not comply with the warranty
        and
        are returned to the Seller during such period will be repaired or replaced
        at
        Seller's option. SELLER MAKES NO OTHER WARRANTIES WITH RESPECT TO THE PRODUCTS
        OR ANY SERVICES AND DISCLAIMS ALL OTHER WARRANTIES, INCLUDING WARRANTIES
        OF
        MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. The
        above
        warranty does not extend to any product that is modified or altered, is not
        maintained to Seller's maintenance recommendations, is operated in a manner
        other than that specified by Seller, or is subject to abuse, misuse, accident,
        disaster, alterations, neglect or other improper treatment. Buyer's sole
        remedy
        with respect to any warranty or defect is as stated above. 

      


      8.
        LIMITATION OF LIABILITY. SELLER WILL NOT BE LIABLE UNDER ANY PROVISION OF
        THESE
        TERMS OR UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL
        OR
        EQUITABLE THEORY (A) FOR ANY AMOUNTS IN EXCESS IN THE AGGREGATE OF THE AMOUNTS
        PAID TO SELLER HEREUNDER DURING THE TWELVE MONTH PERIOD PRIOR TO DATE THE
        CAUSE
        OF ACTION AROSE, OR (B) FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR (C)
        FOR
        COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES.

      


      9.
        PROPRIETARY RIGHTS. Unless otherwise agreed to in writing, any and all
        commercial or technical information disclosed in any manner or at any time
        by
        Seller to Buyer shall be deemed secret and confidential. Except as expressly
        allowed herein, Buyer shall not use or disclose any such information and
        Seller
        expressly reserves all rights with respect thereto. Buyer acknowledges that
        the
        products sold by Seller hereunder contain trade secrets and other proprietary
        information belonging to Seller, and the products sold by Seller hereunder
        are
        proprietary to Seller. Buyer shall not disassemble, decompile or otherwise
        reverse engineer the Seller's products. 

      


      10.
        TAXES
        AND DUTIES. Any taxes, fees, charges or assessments of any nature levied
        by any
        governmental authority other than the U.S.A. whether levied against Buyer,
        Seller, or Sellers subcontractors or partners, will be paid by Buyer. If
        Seller
        is required by law or otherwise to pay any such levy and/or fines, penalties,
        or
        assessments as a result of Buyer's failure to comply with any applicable
        laws,
        the amount of payment so made by Seller will be fully reimbursed by Buyer
        to
        Seller upon submission of Seller's invoices. Buyer agrees to pay a 1.5% per
        month, from date of invoice, service charge on unpaid amounts.