Exhibit
      99.1





**ASSET
      PURCHASE AGREEMENT**





THIS
      ASSET PURCHASE AGREEMENT (this
“Agreement”) is made and entered into as of July 31, 2007, by and between
      RICOCHET NETWORKS, INC., a Delaware corporation (“Seller”), CIVITAS
      WIRELESS SOLUTIONS, LLC, a Colorado limited liability company (“Buyer”),
      and is joined in by JUDI A. EVANS (“Buyer Member”).





*RECITALS*





A.           Buyer
      Member is the current President of Seller and desires to acquire the operating
      business from Seller through Buyer (which is majority owned by Buyer
      Member).





B.           Subject
      to the terms and conditions of this Agreement, Buyer desires to purchase and
      assume, and Seller desires to sell and transfer, substantially all of the
      current operating assets and liabilities of Seller.





C.           Buyer
      Member is joining in this Agreement for the purpose of accepting and agreeing
      to
      be bound by the terms hereof applicable to Buyer Member contained
      herein.





NOW,
      THEREFORE, in consideration of the
      foregoing premises (which are recitals only and not part of the binding
      Agreement), the mutual representations, covenants, and agreements hereinafter
      set forth herein and other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, the parties hereto, intending
      to
      be legally bound, agree as follows.





1.           DEFINITIONS.  As
      used herein, the following terms have the following meanings.  Other
      capitalized terms used in this Agreement but not defined in this Section 1
      shall
      have the meanings given to them wherever such terms first appear in this
      Agreement.





(a)           “Assets”
      shall mean all of the assets of Seller (other than the Excluded Assets), each
      to
      the extent transferable.





(b)           “Assumed
      Contracts” shall mean all contracts, agreements, and other understandings of
      Seller, verbal or written, to which Seller is a party or by which Seller is
      bound or to which any of its assets or properties is subject that was entered
      into or came into effect on or before the Closing (as defined below); provided,
      however, the following shall not constitute or be a part of the Assumed
      Contracts:  (i) this Agreement; (ii) the Transaction Documents (as
      defined below); and (iii) any contracts, agreements or other understandings
      related to the Excluded Liabilities.





(c)           “Assumed
      Liabilities” shall mean all indebtedness, liabilities and obligations of
      Seller (other than the Excluded Liabilities) of any nature, kind, character
      or
      description whatsoever, arising from or due to actions or omissions occurring
      before or on the Closing, specifically including, without limitation, all
      obligations and responsibilities arising from or due to the Assumed Contracts
      (whether such obligations and responsibilities arise before or after the
      Closing).








(d)           “Bill
      of Sale and Assignment and Assumption Agreement” shall mean the Bill of Sale
      and Assignment and Assumption Agreement, in form and content substantially
      similar to Exhibit 1(d) hereto, to be signed and delivered at the
      Closing.





(e)           INTENTIONALLY
      OMITTED





(f)           “Excluded
      Assets” shall mean, and be limited to, the items listed on Schedule 1(f)
      hereto.





(g)           “Excluded
      Liabilities” shall mean, and be limited to, the indebtedness, liabilities
      and obligations of Seller listed on Schedule 1(g) hereto.





(h)           “Knowledge
      of Seller” shall mean, and be limited to, the actual knowledge of Robert E.
      Fitzgerald and David L. Renauld, but only to the extent that such persons have
      knowledge that Judi Evans does not have.





(i)           “Other
      IP Assets” shall mean the assets, ownership rights and licenses which are
      owned by Terabeam and which are being licensed or conveyed to Buyer at the
      Closing pursuant to the IP Assignment or the License Agreement.





(i)           “Terabeam”
      shall mean Terabeam, Inc., a Delaware corporation which owns all of the
      outstanding stock of Seller.





2.           PURCHASE
      OF ASSETS AND TRANSFER OF LIABILITIES.





(a)           Upon
      the terms and subject to the conditions of this Agreement, at the Closing,
      Buyer
      shall purchase and acquire, and Seller or Terabeam shall sell, assign, convey,
      and transfer, the Assets and the Other IP Assets.  Such purchase and
      sale shall be evidenced by the Bill of Sale and Assignment and Assumption
      Agreement, the IP Assignment and the License Agreement.





(b)           Upon
      the terms and subject to the conditions of this Agreement, Buyer, at and
      following the Closing, shall assume, perform, pay, and be responsible for the
      Assumed Liabilities.  Buyer shall not assume or be responsible for the
      Excluded Liabilities.  Such assumption shall be evidenced by the Bill
      of Sale and Assignment and Assumption Agreement.  It is expressly the
      intent of the parties that, from and after the Closing, Seller shall have no
      liabilities or obligations whatsoever except for (i) the Excluded Liabilities,
      (ii) liabilities and obligations arising under this Agreement and agreements
      contemplated herein to which Seller is a party, and (iii) liabilities and
      obligations created and undertaken by Seller after the Closing.





3.           PURCHASE
      PRICE AND ALLOCATION.





(a)           In
      addition to the assumption of the Assumed Liabilities, the consideration to
      Seller for the transactions contemplated by this Agreement (the “Purchase
      Price”) shall be (i) Two Hundred Thousand Dollars ($200,000); (ii) 300,000
      membership units in Buyer (the


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“Units”),
      which constitutes fifteen percent (15%) of the fully-diluted equity of Buyer
      as
      of the Closing; and (iii) the consideration described in Schedule
      3(a).





(b)           The
      cash portion of the Purchase Price shall be paid as follows:  at the
      Closing, Buyer will pay Seller the sum of Two Hundred Thousand Dollars
      ($200,000) by certified check or wire transfer of immediately available
      funds;





(c)           On
      the Closing and upon Seller’s execution of a counterpart signature page to the
      Operating Agreement of Buyer in the form attached hereto as Exhibit 3(c)(i)
      (the
“Operating Agreement”), Buyer shall deliver a membership certificate
      evidencing 300,000 Units in Buyer to Seller.  The parties shall
      execute a side letter substantially in the form attached hereto as Exhibit
      3(c)(ii) (the “Side Letter”) which shall grant to Seller (i)
      anti-dilution protection for any subsequent equity (including securities
      convertible into equity) offerings of Buyer for the first year following the
      Closing in which (A) the gross proceeds received by Buyer are less than One
      Million Dollars ($1,000,000) or (B) the gross proceeds received by Buyer equal
      or exceed One Million Dollars ($1,000,000) in which case the anti-dilution
      protection shall be limited to the impact of only the first One Million Dollars
      ($1,000,000) of the offering, and (ii) a right to participate pro rata in any
      subsequent equity (including securities convertible into equity) offerings
      of
      Buyer after the Closing in excess of One Million Dollars ($1,000,000), subject
      to standard exclusions in either case.





(d)           Not
      later than sixty (60) days after the Closing, Buyer shall prepare and deliver
      to
      Seller copies of Form 8594 and any required exhibits thereto (collectively,
      the
“Asset Allocation Statement”) allocating the Purchase Price among the
      Assets and the Other IP Assets in accordance with Section 1060 of the Internal
      Revenue Code and the Treasury regulations thereunder.  Seller shall
      have a period of thirty (30) days after delivery of the Asset Allocation
      Statement to present in writing to Buyer notice of any good faith objections
      Seller may have to the allocations set forth therein (an “Allocation
      Objection Notice”).  Unless Seller objects within such thirty (30)
      day period, the Asset Allocation Statement shall be binding on the
      parties.  If Seller shall raise any objections within such thirty (30)
      day period, Buyer and Seller shall negotiate in good faith and use their
      commercially reasonable efforts to resolve such dispute.  If the
      parties fail to agree within fifteen (15) days after the delivery of the
      Allocation Objection Notice, then the parties shall submit the Asset Allocation
      Statement and the Allocation Objection Notice to an independent accountant
      mutually agreeable to the parties (the “Accountant”) for
      resolution.  The Accountant shall resolve the dispute by selecting the
      proposed allocation submitted by either Buyer or Seller which in the sole
      judgment of the Accountant most accurately allocates the Purchase Price among
      the Assets and the Other IP Assets in accordance with their relative fair market
      values, but not by choosing any other formulation.  The Accountant
      shall render such decision and report to Buyer and Seller in writing, specifying
      the reason for its decision in reasonable detail, not later than thirty (30)
      days after the item has been referred to the Accountant.  The costs,
      fees and expenses of the Accountant shall be borne equally by Buyer and
      Seller.  The Purchase Price shall be allocated in accordance with the
      Asset Allocation Statement, as finally determined, and all income tax returns
      and reports filed by Buyer and Seller shall be prepared consistently with such
      allocation.


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4.           CLOSING.  Subject
      to the conditions set forth in this Agreement, consummation (the
“Closing”) for the purchase of the Assets, the assumption of the Assumed
      Liabilities, and the other transactions contemplated herein to take place at
      the
      Closing shall take place at the principal offices of Seller in Denver, Colorado,
      on July 31, 2007, at 11:59 p.m. Mountain Time or at such other date and place
      as
      the parties hereto may mutually agree.





5.           REPRESENTATIONS
      AND WARRANTIES OF SELLER.  Seller represents and warrants to Buyer
      as follows:





(a)           Due
      Organization and Authority.  Each of Seller and Terabeam is a
      corporation duly incorporated, validly existing, and in good standing under
      the
      laws of the State of Delaware.  Each of Seller and Terabeam has full
      power and authority to execute and deliver, and to consummate all transactions
      contemplated by, this Agreement and the other documents referred to herein
      to be
      delivered at the Closing as contemplated by this Agreement (the “Transaction
      Documents”) to which Seller or Terabeam is a party.





(b)           Due
      Authorization and Enforceability.  Each of Seller and Terabeam is
      duly authorized to execute and deliver this Agree­ment and the Transaction
      Documents to be executed and delivered by it before or at the
      Closing.  This Agreement and the Transaction Documents to be executed
      and delivered by Seller and Terabeam, as the case may be, at the Closing have
      or
      shall have been duly and validly executed and delivered by Seller or Terabeam,
      as the case may be, and constitute or shall constitute legal, valid, binding
      obligations of Seller and Terabeam, enforceable against Seller and Terabeam,
      as
      the case may be, in accordance with their respective terms.





(c)           No
      Violation of Certificate.  The execution, delivery and performance
      of this Agreement and the Transaction Documents by Seller and Terabeam have
      not
      and will not constitute a violation or breach under (i) their respective
      Certificate of Incorporation or By-Laws, or (ii) (A) any statute, rule,
      regulation or order of any governmental agency or body or any court, domestic
      or
      foreign, (collectively, “Legal Requirements”) having jurisdiction over
      Seller or any of its assets or properties, or (B) any agreement or instrument
      to
      which either is a party or by which either is bound or to which any of their
      respective assets or properties is subject.





(d)           Brokers.  No
      broker, finder, investment banker or financial advisor has been retained on
      behalf of Seller or Terabeam in connection with the transactions contemplated
      hereby.





(e)           Assets.  Seller
      has good and marketable title to all of the Assets, free and clear of any liens
      or encumbrances created by Seller or its affiliates except as contemplated
      in
      this Agreement and the Transaction Documents (provided, however, that this
      representation does not cover any liens or encumbrances created by Buyer Member
      or of which Buyer Member has actual knowledge prior to the
      Closing).





(f)           Liabilities.  To
      the Knowledge of Seller, there is no litigation or other legal proceedings
      of
      any type whatsoever pending against any of the Assets or Seller.  To
      the


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Knowledge
      of Seller, Seller is, and has been, in compliance in all material respects
      with
      all Legal Requirements applicable to Seller.





(g)           Disclosure.  No
      representation or warranty contained in this Section 5 or the accompany
      schedules contains any untrue statement or omits to state a material fact
      necessary to make any of them, in light of the circumstances in which it was
      made, not misleading.





6.           REPRESENTATIONS
      AND WARRANTIES OF BUYER AND BUYER MEMBER.  Buyer and Buyer Member
      jointly and severally represent and warrant to Seller as follows:





(a)           Due
      Formation and Authority.  Buyer is a limited liability company
      duly formed, validly existing, and in good standing under the laws of the State
      of Colorado and has full power and authority to execute and deliver, and to
      consummate all transactions contemplated by, this Agreement.  True,
      correct and complete copies of the Articles of Organization and Operating
      Agreement of Buyer in effect as of the date of this Agreement have been provided
      to Seller.  The Articles of Organization and Operating Agreement of
      Buyer and the Side Letter are the only documents pursuant to which Buyer was
      formed and the internal affairs of, management of, and ownership in Buyer are
      controlled and governed.





(b)           Buyer
      Equity Interests.  Schedule 6(b) sets forth (i) the authorized
      equity (in all classes and forms) of Buyer; (ii) the types and quantities of
      each type, class, or series of equity of Buyer issued and outstanding; (iii)
      the
      holders (by type and quantity) of all outstanding equity of Buyer; and (iv)
      the
      types and quantities of each type, class, or series of equity of Buyer issuable
      and/or reserved for issuance pursuant to securities exercisable for, or
      convertible into or exchangeable for any type of equity interest of
      Buyer.  All of the issued and outstanding equity of Buyer has been
      duly authorized and was issued in compliance with applicable state and federal
      securities law and any rights of third parties.  Except as set forth
      in the Operating Agreement or the Side Letter, no person or entity is entitled
      to pre-emptive or similar statutory or contractual rights with respect to any
      securities of Buyer.  Except as described in the Operating Agreement,
      there are no outstanding warrants, options, convertible securities, or other
      rights, agreements, or arrangements of any character under which Buyer is or
      may
      be obligated to issue any equity securities of any kind and Buyer is not
      currently in negotiations for the issuance of any equity securities of any
      kind.  Except as set forth in the Operating Agreement, there are no
      voting agreements, buy-sell agreements, option or right of first purchase
      agreements or other agreements of any kind among Buyer and any of the
      securityholders of Buyer relating to any securities of Buyer held by
      them.





(c)           Due
      Authorization and Enforceability.  Buyer is duly authorized to
      execute and deliver this Agree­ment and the Transaction Documents to be
      executed and delivered by it before or at the Closing.  This Agreement
      and the Transaction Documents to be executed and delivered by Buyer or Buyer
      Member, as the case may be, at the Closing have or shall have been duly and
      validly executed and delivered by Buyer or Buyer Member, as the case may be,
      and
      constitute or shall constitute legal, valid, binding obligations of Buyer or
      Buyer Member, as the case may be, enforceable against such parties in accordance
      with their respective terms.


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(d)           No
      Violation of Constating Documents and Other Agreements.  The
      execution, delivery and performance of this Agreement and the Transaction
      Documents by Buyer and Buyer Member thereto will not conflict with or result
      in
      a breach or violation of any of the terms and provisions of, or constitute
      a
      default under (i) Buyer’s Articles of Organization or Operating Agreement, or
      (ii) (A) any Legal Requirements having jurisdiction over Buyer, Buyer Member,
      or
      any of their assets or properties, or (B) any agreement or instrument to which
      Buyer or Buyer Member is a party or by which Buyer or Buyer Member is bound
      or
      to which any of their assets or properties is subject.





(e)           Brokers.  No
      broker, finder, investment banker or financial advisor has been retained on
      behalf of Buyer or Buyer Member in connection with the transactions contemplated
      hereby.





(g)           Inspections.  Each
      of Buyer and Buyer Member is an informed, sophisticated business entity capable
      of understanding and evaluating the merits and risks of the business of
      Seller.  Each of Buyer and Buyer Member has engaged such experts,
      counsel, consultants and advisors, has undertaken such independent
      investigation, has made such independent evaluation and has been provided with
      access to such documents and personnel of Seller, each as it has deemed
      necessary or appropriate.  Each of Buyer and Buyer Member acknowledges
      that it is entering into this Agreement and the transactions contemplated hereby
      based on its own independent investigation and the specific terms of this
      Agreement, that neither Seller nor anyone on its behalf has made any
      representation, express or implied, and neither Buyer nor Buyer Member is
      relying on any representation, other than those expressly set forth in Section
      5
      of this Agreement.  IT IS THEREFORE EXPRESSLY UNDERSTOOD AND AGREED
      THAT BUYER ACCEPTS THE CONDITION OF THE ASSETS AND ASSUMED LIABILITIES “AS IS,
      WHERE IS” WITHOUT ANY REPRESENTATION, WARRANTY OR GUARANTEES, EXPRESS OR
      IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
      NON-INFRINGEMENT, OR OTHERWISE AS TO THE CONDITION, SIZE, EXTENT, QUANTITY,
      TYPE
      OR VALUE OF SUCH ITEMS, EXCEPT ONLY AS MAY BE OTHERWISE SPECIFICALLY PROVIDED
      IN
      SECTION 5 OF THIS AGREEMENT, AND SELLER HEREBY EXPRESSLY DISCLAIMS ANY AND
      ALL
      SUCH OTHER REPRESENTATIONS, WARRANTIES, AND GUARANTEES.





(h)           Adequate
      Capitalization.  Buyer has sufficient assets and working capital
      to operate the Assets and Assumed Liabilities as presently contemplated by
      Buyer.





(j)           Disclosure.  No
      representation or warranty contained in this Section 6 or the accompany
      schedules contains any untrue statement or omits to state a material fact
      necessary to make any of them, in light of the circumstances in which it was
      made, not misleading.





7.           CONDITIONS
      PRECEDENT TO BUYER’S AND BUYER MEMBER’S OBLIGATIONS.  The
      obligations of Buyer and Buyer Member hereunder are subject to the satisfaction
      of the following conditions on or before the date of the Closing, the compliance
      with or occurrence of which may be waived, but only in writing, by
      Buyer:


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(a)           Representations
      and Warranties True at the Closing.  The representations and
      warranties of Seller contained in this Agreement shall be true on and as of
      the
      date of the Closing with the same effect as if made on and as of such
      date.





(b)           Performance
      of Agreement and Conditions.  Seller shall have performed,
      complied with and satisfied all agreements and conditions required by this
      Agreement to be performed, complied with or satisfied by it prior to the
      Closing.





(c)           No
      Injunction.  On the date of the Closing, there shall be no
      effective injunction, writ, preliminary or temporary restraining order or any
      other order of any nature issued by a court or other governmental body or agency
      directing that the transactions provided for herein, or any of them, not be
      consummated as herein provided.





(d)           Delivery
      of Documents.  Seller and its affiliates shall have delivered the
      documents required to be delivered by such party in accordance with Section
      9 of
      this Agreement.





8.           CONDITIONS
      PRECEDENT TO SELLER’S OBLIGATIONS.  The obligations of Seller
      hereunder are subject to the satisfaction of the following conditions on or
      before the date of the Closing, the compliance with or occurrence of which
      may
      be waived, but only in writing, by Seller:





(a)           Representations
      and Warranties True at the Closing.  The representations and
      warranties of Buyer and Buyer Member contained in this Agreement shall be true
      on and as of the date of the Closing with the same effect as if made on and
      as
      of such date.





(b)           Performance
      of Agreement and Conditions.  Buyer and Buyer Member shall have
      performed, complied with and satisfied all agreements and conditions required
      by
      this Agreement to be performed, complied with or satisfied by them prior to
      the
      Closing.





(c)           No
      Injunction.  On the date of the Closing, there shall be no
      effective injunction, writ, preliminary or temporary restraining order or any
      other order of any nature issued by a court or other governmental body or agency
      directing that the transactions provided for herein, or any of them, not be
      consummated as herein provided.





(d)           Delivery
      of Documents.  Buyer shall have delivered the documents required
      to be delivered by such party in accordance with Section****9
      of this Agreement.





9.           DOCUMENTS
      AT THE CLOSING.  At the Closing, the following documents shall be
      executed and delivered by the designated parties:





(a)           by
      Buyer:





(i)           this
      Agreement;


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(ii)           the
      Bill of Sale and Assignment and Assumption Agreement;





(iii)           Buyer’s
      Articles of Organization, the Operating Agreement, and the Side
      Letter;





(iv)           an
      intellectual property transfer and license agreement in form and content
      substantially similar to Exhibit 9(a)(iv) hereto (the “IP
      Assignment”);





(v)           a
      license agreement in form and content substantially similar to Exhibit 9(a)(v)
      hereto (the “License Assignment”);





(vi)           a
      product purchase agreement in form and content substantially similar to Exhibit
      9(a)(vi) hereto (the “Product Purchase Agreement”); and





(vii)           the
      original vehicle title for the Van identified by VIN #
      1GCFG15X351208294.





(b)           by
      Seller and its affiliates:





(i)           this
      Agreement;





(ii)           the
      Bill of Sale and Assignment and Assumption Agreement;





(iv)           the
      IP Assignment;





(v)           the
      License Agreement;





(vi)           the
      Product Purchase Agreement;





(vii)           the
      Operating Agreement; and





(vii)           the
      Side Letter.





10.           COVENANTS.





(a)           Employees.  Effective
      immediately prior to the Closing, Seller shall terminate all of Seller’s current
      employees.  Seller shall remain liable for all accrued amounts owed to
      such employees through the Closing, other than the accrued PTO for its current
      employees (which shall be the responsibility of Buyer and relating to which
      Buyer shall deliver such documentation as may be reasonably requested by Seller
      demonstrating satisfaction of these obligations).  Effective
      immediately upon the Closing and the termination of their employment by Seller,
      Buyer shall offer to hire all of Seller’s current employees on substantially
      comparable employment terms, measured in the aggregate.





(b)           Contractual
      Consents.  With respect to the Assumed Contracts, (i) Seller shall
      be responsible for any payment or other obligations arising prior to the Closing
      that were


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scheduled
      to be performed under those Assumed Contracts prior to the Closing and that
      relate solely to the operations of Seller prior to the Closing; (ii) Buyer
      will
      pay and perform all other payment and other obligations arising under such
      Assumed Contracts promptly as and when required and in compliance with those
      agreements, (iii) Buyer shall not increase or permit to be increased, by action
      or omission, Seller’s obligations under any of the Assumed Contracts (whether by
      extension, renewal of term, amendment of obligations, or other actions or
      omissions), and (iv) Buyer and Seller agree to work together, and use
      commercially reasonable efforts, if required by such Assumed Contract, to obtain
      a consent to the assignment from Seller to Buyer as promptly as possible
      following the Closing.  In addition, Buyer and Seller agree to work
      together, and use commercially reasonable efforts, to interact and negotiate
      with any and all other third parties under the Assumed Contracts to obtain
      a
      novation and/or release of Seller from any and all obligations thereunder
      (pursuant to documentation reasonably acceptable to both Seller and
      Buyer).  If, within sixty (60) days following the Closing, the parties
      have been unable to obtain (A) a novation or release for Seller under any
      Assumed Contract (other than the Assumed Contracts with the municipalities
      listed on Schedule 10(b) which are referred to herein as the “Municipal
      Contracts”))as contemplated in this Section 10(b) that as of the Closing had
      an aggregate amount payable or cost of remaining performance thereunder of
      Five
      Thousand Dollars ($5,000) or more (including, in each case, any costs arising
      upon termination or expiration of such Assumed Contract) and (B) the consent
      to
      the assignment and assumption of each Assumed Contract by Buyer (to the extent
      required by each Assumed Contract), Seller shall have the right to direct Buyer
      to promptly terminate such contract for which a novation, release, and/or
      assignment has not been obtained (and Buyer shall do so) or to terminate such
      contract itself and Buyer shall be responsible for all expenses arising from
      and/or due to such termination.  If, after sixty (60) days following
      the Closing, the parties have been unable to obtain a novation and/or release
      of
      Seller under, and an assignment of, any Municipal Contract, Seller and Buyer
      shall engage in good faith negotiations concerning the best actions to be taken
      with respect to any such Municipal Contract and shall use their good faith
      best
      efforts to implement such actions with a goal of ending Seller’s obligations
      with respect to such Municipal Contract while enabling Buyer to continue to
      enjoy the benefits of such Municipal Contract.





11.           INDEMNIFICATION.




(a)           Buyer’s
      and Buyer Member’s Obligation.  Buyer agrees to, and does hereby,
      indemnify and hold harmless Seller and its affiliates and each of their
      respective officers, directors, partners, employees, agents, successors and
      assigns (as a group, “Representatives”) from and against any and all
      demands, claims, actions, causes of action, assessments, losses, obligations,
      damages, liabilities, fines, costs and expenses, including, without limitation,
      inter­est, penalties, and reasonable attorneys fees and expens­es
      (collectively “Damages”), that Seller or its Representatives may suffer
      resulting from, arising out of or in any way relating to (i) any
      misrepresentation in or breach or non-fulfillment of any representation or
      warranty of Buyer or Buyer Member or breach or non-fulfillment of any covenant,
      obligation, or agreement of Buyer or Buyer Member contained herein or (ii)
      any
      of the Assumed Liabilities.





(b)           Seller’s
      Obligation.  Seller agrees to, and does hereby, indemnify and hold
      harmless Buyer and Buyer Member and Representatives of Buyer or Buyer Member
      from and against any and all Damages that Buyer, Buyer Member, or
      Representatives of either may suffer


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resulting
      from, arising out of or in any way relating to (i) any misrepresentation in
      or
      breach or non-fulfillment of any representation or warranty of Seller or breach
      or non-fulfillment of any covenant, obligation or agreement of Seller contained
      herein or (ii) any of the Excluded Liabilities (including any claims asserted
      under any principle or theory of successor or transferee liability) or Excluded
      Assets.





(c)           Notice.  No
      right to indemnification hereunder shall be available to any party seeking
      indemnification (“Indemnitee”) unless the Indemnitee shall have provided,
      promptly after acquiring knowledge of the existence of a claim (or facts that
      might reasonably be expected to give rise to a claim in the future), the person
      from whom indemnification is sought (“Indemnitor”) a written notice
      describing in reasonable detail the facts giving rise to the claim (or facts
      that might reasonably be expected to give rise to a claim in the future) for
      indemnification hereunder and enclosing a copy of any papers served upon the
      Indemnitee, if any.  Failure to promptly give notice shall reduce (not
      eliminate) Indemnitor’s obligations under this Section 11(c) only to the extent
      that Indemnitor’s obligations are directly increased due to the
      delay.





(d)           Procedure.  In
      the event that indemnification is sought for third party claims (a “Third
      Party Claim”), Indemnitor will have the right at any time to assume and
      thereafter to conduct at its expense the defense of the Third Party Claim with
      counsel of Indemnitor’s choice (reasonably satisfactory to Indemnitee);
      provided, however, that Indemnitor shall not consent to the entry of a judgment
      or enter into any settlement with respect to the Third Party Claim without
      the
      prior written consent of Indemnitee (which consent will not be unreasonably
      withheld) unless (i) the judgment or settlement involves only the payment of
      monetary damages and does not impose an injunction or other equitable relief
      upon Indemnitee and (ii) Indemnitor pays or causes to be paid all amounts
      arising out of the judgment or settlement concurrently with the effectiveness
      thereof.  If Indemnitor assumes the defense of the Third Party Claim
      it shall allow Indemnitee a reasonable opportunity to participate in the defense
      thereof at Indemnitee’s expense with counsel of Indemnitee’s
      choice.  If the Indemnitor does not assume the defense of the action,
      then Indemnitee may defend the action in any manner it may reasonably deem
      appropriate; provided, however, that it shall allow Indemnitor a reasonable
      opportunity to participate in the defense thereof at Indemnitor’s expense with
      counsel of the Indemnitor’s choice.  The party conducting the defense
      of an action shall at all times reasonably  and diligently pursue the
      resolution thereof and shall at all times act in good faith and with reasonable
      prudence to minimize the Damages as though these were for its own
      account.





(e)           Cooperation.  A
      party seeking indemnification for a third party claim shall, and shall cause
      its
      Representatives to, offer reasonable assistance in the defense of the
      claim.





12.           PAYMENT
      OF EXPENSES.  Except as otherwise provided herein, regardless of
      whether the transactions provided for herein are consummated, each of the
      parties hereto shall pay all costs and expenses (including, without limitation,
      all fees and expenses of their respective counsel) incurred by them with respect
      to this Agreement and the transactions set forth herein and contemplated
      hereby.  All sales and transfer taxes, and all recording, filing and
      other fees


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(including
      any penalties or interest), incurred in connection with this Agreement and
      the
      transactions contemplated hereby will be borne by Buyer.





13.           MISCELLANEOUS.





(a)           Transition
      Assistance. Upon the execution of this Agreement and thereafter, the parties
      hereto shall do such things as may be reasonably requested by the other parties
      hereto in order to more effectively consummate or document the transactions
      contemplated by this Agreement and the Transaction Documents.  Without
      limiting the generality of the foregoing, Buyer and Buyer Member shall assist
      Seller as requested, without cost, in addressing, minimizing, and resolving
      the
      Excluded Liabilities.





(b)           Notices.  Any
      notice required or permitted by this Agreement shall be in writing and shall
      be
      delivered as follows with notice deemed given as
      indicated:  (i) by personal delivery when delivered; (ii) by
      overnight courier upon written verification of receipt; (iii) by facsimile
      transmission when confirmed by facsimile transmission; or (iv) by certified
      or registered mail, return receipt requested, upon verification of
      receipt.  All notices must be sent to the addresses described below or
      to such other address that the receiving party may have provided for the purpose
      of notice in accordance with this Section.





(i)           If
      to Buyer or Buyer Member:





Ms.
      Judi
      A. Evans


1400
      Glenarm Place


Denver,
      CO 80202


Facsimile:  (303)
      696-9155





with
      a
      required copy to (which shall not constitute notice):





Kamlet
      Shepherd & Reichert, LLP


1515
      Arapahoe Street


Tower
      1,
      Suite 1600


Denver,
      CO 80202


Attn:  Lee
      Reichert


Facsimile:  (303)
      825-1185





(ii)           If
      to Seller:





Mr.
      Robert E. Fitzgerald


2115
      O’Nel Drive


San
      Jose,
      CA  95131


Telephone:  (408)
      731-2700


Facsimile:
      (408) 392-9153





with
      a
      required copy to:


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David
      L.
      Renauld


881
      North
      King Street


Suite
      100


Northampton,
      MA  01060


Facsimile:  (413)
      584-2685





(c)           Entire
      Agreement and Modification.  This Agreement (together with the
      exhibits and schedules attached hereto and hereby incorporated herein) is
      intended as a final, complete and exclusive statement of the terms and
      conditions of the agreement of the parties with respect to the subject matter
      hereof.  No modification, rescission, termination or attempted waiver
      of any of the terms, provisions or conditions of this Agreement shall be valid
      unless in writing and signed by the party against which enforcement is
      sought.





(d)           Assignees
      and Successors.  This Agreement shall apply to, shall be binding
      in all respects upon, and shall inure to the benefit of, the respective
      successors, assigns, heirs and legal representatives of the parties
      hereto.





(e)           Action
      Taken at the Closing.  Except as otherwise indicated by the stated
      date and/or time of a document, the execution and delivery of this Agreement,
      all actions to be taken and transactions to occur in connection with this
      Agreement at the Closing, and the consummation at the Closing of certain acts
      and transactions to which reference is made in this Agreement, are to be
      considered effected simultane­ously as part of a number of interrelated
      transactions, and all deliveries of documents and other acts at the Closing
      are
      to be deemed to have been made in escrow until all transactions referred to
      in,
      and relating to, this Agreement which are to take place at the Closing have
      been
      completed.





(f)           Time
      of Essence.  With respect to all time periods and duties set forth
      in this Agreement, time is of the essence.





(g)           Governing
      Law.  This Agreement shall be governed and construed in accordance
      with the substantive laws of the State of Delaware without regard to any
      principles of conflicts of law.





(h)           Counterparts.  This
      Agreement may be executed in one or more counterparts, any one of which need
      not
      contain the signatures of more than one party, but all such counterparts taken
      together shall constitute one and the same agreement.  This Agreement
      may be executed by facsimile signature or electronic exchanges of documents
      bearing a scanned signature, and a facsimile or copy of a signature is valid
      as
      an original.





(i)           Records.  To
      the extent that documents and other materials (in paper or electronic form)
      of
      Seller are transferred to Buyer, Buyer, as reasonably requested by Seller from
      time to time, will permit Seller and its Representatives to review such
      documents and other materials and make copies thereof at Seller’s
      cost.





(j)           Publicity.  Except
      as set forth below, no public release or announcement concerning the
      transactions contemplated hereby shall be issued by Buyer, Buyer Member
      or


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Seller
      without the prior consent of Seller (in the case of a release or announcement
      by
      Buyer or Buyer Member) or Buyer (in the case of a release or announcement by
      Seller or Terabeam) (which consents shall not be unreasonably withheld), except
      as such release or announcement may be required by law or the applicable rules
      or regulations of any securities exchange or securities market, in which case
      Seller or Buyer, as the case may be, shall allow Buyer or Seller, as applicable,
      to the extent reasonably practicable in the circumstances, reasonable time
      to
      comment on such release or announcement in advance of such
      issuance.  Buyer and Buyer Member specifically acknowledge that
      Seller’s parent company, Terabeam, may be required to file this Agreement and
      other agreements and transactions contemplated hereby (with summary descriptions
      thereof) with the Securities and Exchange Commission and hereby consent to
      and
      approve such filing.





(k)           No
      Third-Party Rights.  This Agreement is not intended to and does
      not create any rights in favor of any person not a party hereto.





(l)           Severability. 
       If any provision of this Agreement is held invalid or unenforceable by any
      court of competent jurisdiction, the other provisions of this Agreement will
      remain in full force and effect.  Any provision of this Agreement held
      invalid or unenforceable only in part or degree will remain in full force and
      effect to the extent not held invalid or unenforceable.





(m)           Bulk
      Sales.  To the extent permitted by applicable law, each of Buyer,
      Buyer Member and Seller hereby waive compliance by Buyer and Seller with any
      bulk sales law and other similar law in any applicable jurisdiction with respect
      to the transactions contemplated by this Agreement.





(n)           Waiver
      of Jury Trial.  EACH OF BUYER, BUYER MEMBER AND SELLER HEREBY
      IRREVOCABLY, KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHTS THAT
      IT
      MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED UPON THIS
      AGREEMENT, ARISING OUT OF, UNDER OR IN CONNECTION WITH THE TRANSACTIONS WHICH
      THIS AGREEMENT EVIDENCES OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS,
      STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY OF THEM RELATING
      HERETO.





(o)           Disputes.  If
      a dispute arises out of this Agreement, or the interpretation, breach,
      termination or validity thereof, each of the parties agrees to first request
      a
      meeting of senior management of the parties in a written notice that references
      this paragraph.  That meeting shall occur at a mutually agreeable time
      and place within twenty (20) days of any such written notice.  Neither
      party shall assert any claim of laches, waiver, estoppel, or the like based
      on
      the time elapsed by following this procedure.  If the dispute is
      unresolved in whole or in part within twenty (20) days of such meeting, either
      party may commence a legal proceeding.  Each party hereby irrevocably
      agrees that any legal action or proceeding by or against it arising out of
      this
      Agreement or the transactions contemplated hereby shall be brought only in
      the
      courts of the State of Delaware in and for the County of New Castle or (if
      it
      has jurisdiction) the U.S. District Court for the District of
      Delaware.  Each of the parties hereto irrevocably consents to
      the


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exclusive
      jurisdiction of any such state or federal court in connection with any matter
      based upon or arising out of this Agreement or the matters contemplated herein,
      agrees that process may be served upon them by mailing copies thereof by
      registered United States mail, postage prepaid, to their address as specified
      in
      or pursuant to Section 13(b) or in any manner authorized by the laws of the
      State of Delaware for such persons, and waives and covenants not to assert
      or
      plead any objection which they might otherwise have to such forum, such
      jurisdiction, and such process.





[SIGNATURE
      PAGE(S) TO FOLLOW]









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IN
      WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, have
      duly executed this Agreement as of the day and year first written
      above.





RICOCHET
                  NETWORKS, INC.By:  /s/
                  David L. RenauldName:  David
                  L. RenauldTitle:  Vice
                  PresidentCIVITAS
                  WIRELESS SOLUTIONS, LLCBy:  /s/
                  Judi A. EvansName:  Judi
                  A. EvansTitle:  Manager/s/
                  Judi A. EvansJudi
                  A. Evans




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