**LICENSE
      AGREEMENT**







**THIS
      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
      (“Licensor”), 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 (“Licensee”).




*RECITALS*





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





B.           It
      is a condition precedent to closing the transactions contemplated by the APA
      that Licensor and Licensee 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, intending to be
      legally bound, agree as follows:





1.           LICENSE.  Licensor
      hereby grants to Licensee a personal and non-transferable, perpetual,
      royalty-free, non-exclusive license to use any of the patents and patent
      applications set forth on Schedule A that has an application to providing
      high-speed (data rates below 500 Kbps) wireless Internet connectivity service
      to
      subscribers using Licensee’s proprietary microcellular digital radio
      communications network in the metropolitan Denver, Colorado geographic area
      and
      in the other metropolitan areas in the United States where RNI’s equipment had
      been deployed prior to Closing as listed on Schedule B, but only as
      necessary for Licensee to continue and conduct the normal business of RNI
      substantially as previously conducted by RNI.  Licensee may sublicense
      this license, but only as necessary for Licensee to continue and conduct the
      normal business of RNI as heretofore conducted and not for the independent
      use
      of or by any third party (unless otherwise specifically approved in writing
      by
      Licensor (which approval may be granted or withheld at the sole discretion
      of
      Licensor)).  Licensee may not sell, convey, assign, or otherwise
      transfer this license or any rights or obligations hereunder without the prior
      written consent of Licensor (which may be granted or withheld at the sole
      discretion of Licensor).  Any purported sublicense or transfer by
      Licensee in violation of the foregoing or beyond the scope of the foregoing
      shall be null and void and of no force or effect.





2.           DISPUTE
      RESOLUTION; GOVERNING LAW.





2.1           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.





2.2           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 3.3 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.





3.           MISCELLANEOUS.





3.1           This
      Agreement (including Schedule A, which is 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 Licensor and Licensee.





3.2           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.





3.3           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 4.3.





3.4           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


2


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.





3.5           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.





3.6           Unless
      otherwise expressly provided, no provision of this Agreement shall give any
      rights, remedies or other benefits to any person or entity other than Licensor
      and Licensee.





3.7           Licensor
      and Licensee 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 this Agreement.





3.8           Only
      the license expressly granted in this Agreement is granted by Licensor, and
      no
      implied licenses or rights are granted or intended.





3.9           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;
      provided, however, that neither party shall have the right to assign this
      Agreement or the provisions hereof, whether by assignment or operation of law,
      without the consent of the other party 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.
            CIVITAS
                WIRELESS SOLUTIONS, LLCBy:
                /s/ David L. Renauld
            By:
                /s/ Judi A. EvansPrint
                Name: David L. Renauld
            Print
                Name: Judi A. EvansTitle:
                Vice President
            Title:
                Manager