Exhibit
      99.2





**INTELLECTUAL
      PROPERTY TRANSFER AND LICENSE AGREEMENT**







**THIS
      INTELLECTUAL PROPERTY TRANSFER AND LICENSE AGREEMENT** (this
“Agreement”) is made as of July 31, 2007 by and between Terabeam, Inc.,
      a
      Delaware corporation with its principal executive offices located at 2115 O’Nel
      Drive, San Jose, CA  95131 (“Seller”), and Civitas Wireless
      Solutions, LLC, a Colorado limited liability company with its principal
      executive offices located at 1400 Glenarm Place, Suite 100, Denver,
      CO  80202 (“Buyer”).




*RECITALS*





A.           Buyer
      and Seller’s subsidiary, Ricochet Networks, Inc. (“RNI”), entered into an
      Asset Purchase Agreement, dated as of even date hereof (the “APA”),
      pursuant to which Buyer agreed to purchase and assume, and RNI agreed to sell
      and transfer, specified assets and liabilities of RNI.





B.           It
      is a condition precedent to closing the transactions contemplated by the APA
      that Buyer and Seller enter into this Agreement.





NOW,
      THEREFORE, in consideration of the above recitals and the mutual agreements
      set
      forth below, and for other good and valuable consideration (the receipt and
      sufficiency of which are hereby acknowledged), the parties agree as
      follows:





1.           THE
      TRANSFER.





1.1           Effective
      as of 11:59 p.m. Mountain Time on the date of this Agreement, Seller hereby
      sells, assigns, and transfers, and Buyer hereby purchases and acquires, in
      perpetuity and throughout the world, all (except as otherwise contemplated
      by
      this Agreement) of Seller’s right, title and interest in the Transferred
      Intellectual Property (as defined in the next sentence), including but not
      limited to all goodwill associated with the Transferred Intellectual Property;
      all claims for damages by reason of any past infringement of any Transferred
      Intellectual Property and the sole and exclusive right to sue for and recover
      any and all damages for any past, present, or future infringement of such
      Transferred Intellectual Property; the sole and exclusive right to prosecute
      any
      pending application for trademark that is included in the Transferred
      Intellectual Property; and the sole and exclusive right to prosecute any reissue
      and reexamination proceedings relating to any of the Transferred Intellectual
      Property.  As used in this Agreement, “Transferred Intellectual
      Property” means (a) the trademarks and trademark applications listed on
      Schedule A, and (b) the intellectual property listed on Schedule
      B.  The Transferred Intellectual Property is to be held and enjoyed by
      Buyer or its designee(s) as entirely as the same would have been held and
      enjoyed by Seller had this sale, assignment, and transfer not been
      made.  The sale and purchase of the Transferred Intellectual Property
      shall be completed, and legal title and ownership in respect of the Transferred
      Intellectual Property shall be deemed to pass to Buyer, in each case, with
      effect from the close of business, being 11:59 p.m. Mountain Time, on the date
      of this Agreement.  Seller shall execute and deliver
      an





instrument
      of transfer in form appropriate for recording in the United States Patent and
      Trademark Office in the form attached hereto as Exhibit 1.





1.2           If
      any sales tax, value added tax, or other transfer tax is properly chargeable
      in
      respect of the sale and purchase in Section 1.1, Buyer shall pay to Seller
      the
      amount of such tax in addition to and at the same time as the purchase price
      (also by means of reduction of indebtedness).  Seller will issue to
      Buyer a proper tax invoice in respect thereof.





1.3           BUYER
      HEREBY ACKNOWLEDGES THAT SELLER MAKES NO REPRESENTATION OR WARRANTY TO BUYER
      UNDER THIS AGREEMENT, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE TRANSFERRED
      INTELLECTUAL PROPERTY (INCLUDING, WITHOUT LIMITATION, WHETHER THE TRANSFERRED
      INTELLECTUAL PROPERTY EXISTS), AND THAT THE ABOVE SALE AND TRANSFER IS MADE
      TO
      BUYER ON AN “AS IS” BASIS.  Buyer specifically acknowledges that
      government registrations, filings, and fees relating to some of the Transferred
      Intellectual Property may not have been made and/or paid and therefore some
      of
      the Transferred Intellectual Property may have been abandoned, forfeited, or
      otherwise lost and may not exist as of the date of this
      Agreement.  Buyer further specifically acknowledges that Seller
      (and/or its predecessors in interest) has previously granted licenses to certain
      of the Transferred Intellectual Property, including without limitation to RNI;
      that the Transferred Intellectual Property is being sold to Buyer subject to
      such licenses; and that such licenses continue in effect unaffected by the
      sale
      of the Transferred Intellectual Property to Buyer.




2.           FURTHER
      ASSURANCES.  Seller hereby covenants and agrees that, at any time
      and from time to time after the date of this Agreement, at Buyer’s request and
      without additional consideration therefor, Seller will do, execute, acknowledge,
      and deliver, or will cause to be done, executed, acknowledged, and delivered,
      any and all further acts, conveyances, transfers, assignments, and assurances
      that are necessary or advisable in Buyer’s reasonable discretion (a) to more
      effectively assure, convey, and confirm unto Buyer entire right, title, and
      interest of Seller in the Transferred Intellectual Property and rights attendent
      or pertinent to the Transferred Intellectual Property as contemplated by this
      Agreement; (b) to provide for Buyer the benefit, use, enjoyment, and possession
      of such Transferred Intellectual Property; or (c) to make and prosecute any
      and
      all applications on the Transferred Intellectual Property.  Buyer
      hereby covenants and agrees that, at any time and from time to time after the
      date of this Agreement, at Seller’s request and without additional consideration
      therefor, Buyer will do, execute, acknowledge, and deliver, or will cause to
      be
      done, executed, acknowledged, and delivered, any and all further acts,
      conveyances, transfers, assignments, and assurances that are necessary or
      advisable in Seller’s reasonable discretion to provide to Seller the benefit,
      use, enjoyment, and possession of the license and other rights granted to Seller
      in this Agreement, including, without limitation, providing Seller with copies
      of any Transferred Intellectual Property to which Seller is granted license
      or
      other rights hereunder.





3.           LICENSE
      BACK.





(a)           Buyer
      hereby grants to Seller and each of its Subsidiaries (as defined below) a
      perpetual, irrevocable, non-exclusive, fully paid, unrestricted, transferable
      (as described


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below),
      worldwide license, with rights to sublicense as described below, to use the
      Transferred Intellectual Property (subject to the exclusions described below)
      in
      any manner.  Seller and its Subsidiaries may sublicense this license
      to any customers, distributors, resellers, and other parties who purchase,
      lease, or otherwise acquire products from Seller or a Subsidiary above (with
      the
      right to further sublicense to other purchasers and end users of such
      products).  This license shall continue and survive after any change
      of control of Seller.  Seller and each of its Subsidiaries may sell,
      convey, assign, or otherwise transfer this license and such company’s rights
      hereunder to any acquiror of Seller or a Subsidiary or of all or substantially
      all of the assets of Seller or a Subsidiary or of one or more product lines
      or
      business units from Seller or a Subsidiary.  “Subsidiary(ies)”
means any corporation, company, or other entity more than fifty percent
      (50%) of
      whose outstanding shares or stock entitled to vote for the election of directors
      (other than any shares or stock whose voting rights are subject to restriction)
      is owned or controlled by Seller, directly or indirectly, now or hereafter,
      or
      in the case of entities not having voting stock, equivalent ownership or control
      thereof.  The license granted in this Section 3(a) does not include
      any trademarks, trademark applications, domain names, or service marks included
      in the Transferred Intellectual Property (except to the extent contemplated
      in
      Section 3(b) below.





(b)           Buyer
      acknowledges that RNI has remaining obligations to third parties under contracts
      and other agreements that constitute part of the “Excluded Liabilities” (as that
      term is defined in the APA).  Therefore, notwithstanding any other
      provision of this Agreement to the contrary, Buyer agrees that Seller retains
      rights in and a license to the Transferred Intellectual Property to the full
      extent necessary to permit RNI to perform its remaining obligations to third
      parties under contracts and other agreements that constitute part of the
      Excluded Liabilities.





4.           DISPUTE
      RESOLUTION; GOVERNING LAW.





4.1           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.





4.2           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
      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 5.3 or in any manner authorized by the
      laws


3


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.





5.           MISCELLANEOUS.





5.1           This
      Agreement (including the Schedules and Exhibits, which are hereby incorporated
      in the terms of this Agreement) sets forth the entire understanding and
      agreement among the parties as to matters covered herein and therein and
      supersedes any prior and contemporaneous understanding, agreement or statement
      (written or oral) of intent among the parties with respect to the subject matter
      hereof.  No provision of this Agreement may be altered, amended,
      modified, waived, or otherwise changed in any way except by a written
      instrument, which specifically identifies the intended alteration, amendment,
      modification, waiver, or other change and clearly expresses the intention to
      so
      change this Agreement, signed by Buyer and Seller.





5.2           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.





5.3           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 first described
      above or to such other address that the receiving party may have provided for
      the purpose of notice in accordance with this Section.





5.4           The
      failure of either party hereto to exercise any right hereunder shall not be
      deemed to be a waiver of such right.  The failure of either party to
      require performance by the other party of any provision of this Agreement shall
      not affect the full right to require such performance at any time thereafter;
      nor shall the waiver by either party of a breach or any provision hereof be
      taken or held to be a waiver of the provision itself.  All rights and
      remedies of any party are cumulative and concurrent, and the exercise of one
      right or remedy shall not be deemed a waiver or release of any other right
      or
      remedy.





5.5           If
      any part, term or provision of this Agreement not being of a fundamental nature
      is held illegal or unenforceable by any court of competent jurisdiction, that
      part, term or provision shall be deemed automatically adjusted to conform to
      the
      requirements for validity (or deleted if it cannot be so adjusted) and the
      validity and enforceability of the remainder of this Agreement shall not be
      affected.





5.6           Except
      as otherwise expressly provided in Section 3 hereof, no provision of this
      Agreement shall give any rights, remedies, or other benefits to any person
      or
      entity other than Buyer and Seller.


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5.7           The
      titles and headings of the various sections of this Agreement are used for
      convenience of reference only and are not intended to and shall not in any
      way
      enlarge or diminish the rights or obligations of the parties or affect the
      meaning or construction of this document.





5.8           Buyer
      and Seller shall each pay its own costs, charges and expenses incurred in
      connection with the preparation and implementation of this Agreement and the
      transactions contemplated by it.





5.9           This
      Agreement shall apply to, shall be binding in all respects upon, and shall
      inure
      to the benefit of, the respective successors and assigns of the parties
      hereto.





*[Signature
      Page(s) to Follow]*









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IN
      WITNESS WHEREOF, this Agreement has been signed by or on behalf of the parties
      effective the day and year first written above.




TERABEAM,
                INC., a Delaware corporation
            CIVITAS
                WIRELESS SOLUTIONS, LLC, a Colorado limited liability
                companyBy:
                /s/ David L. Renauld
            By:
                /s/ Judi A. EvansPrint
                Name: David L. Renauld
            Print
                Name: Judi A. EvansTitle:
                Vice President
            Title:
                Manager