Unassociated Document


    

      THIS
        THIRD AMENDMENT TO THE STRATEGIC ALLIANCE AGREEMENT (this “Amendment”) made as
        of December 29, 2005, between GIGABEAM CORPORATION,
        a
        Delaware corporation (the “Company”), having its principal executive office at
        470 Springpark Place, Suite 900, Herndon, VA 20170 and THINKOM
        SOLUTIONS, INC.,
        a
        California corporation (“ThinKom”), having its principal executive offices at
        3825 Del Amo Blvd, Suite 200, Torrance, CA 90503.

       

      W
        I T N E
        S S E T H

       

      WHEREAS,
        the Company and ThinKom entered into a certain Strategic Alliance Agreement
        dated January 5, 2004 (the “Agreement”), as amended, whereby the Company would
        design, manufacture and market a commercial point-to-point terrestrial wireless
        communications system utilizing a frequency range of 71 GigaHertz (“GHz”)
        through 76 GHz and 81 GHz through 86 GHz which incorporates ThinKom’s antenna
        component technologies;

      


      WHEREAS,
        the Company and ThinKom desire to further amend certain of the terms and
        provisions of the Agreement,

      


      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 ThinKom hereby agree as follows:

      


      SECTION
        1. Amendments
        to the Agreement.
        Effective as of the date hereof:

      


      
        	 	
                A.

              	
                Exhibit
                  D to the Agreement, as amended, shall be deleted in its entirety
                  and
                  replaced with the Further Amended Exhibit D (the “Further Amended Exhibit
                  D”), attached hereto as Appendix
                  A. 

              


      

      
        	 	
                B.

              	
                Change
                  last two lines of Section 13 of the Agreement to read “last calendar
                  quarter of year 2007” rather than “last calendar quarter of year 2006”.
                  This will delay the ThinKom pay back of working capital advanced
                  by
                  Gigabeam to ThinKom, consistent with the delay of Minimum Purchases
                  by
                  Gigabeam from ThinKom as shown in Appendix A attached
                  hereto.

              


      

      


      SECTION
        2. Representation
        and Warranties.
        The
        Company and ThinKom 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 ThinKom
                  of this
                  Amendment has been duly authorized by all necessary corporate
                  action;

              


      

      


      
        	 	
                (b)

              	
                This
                  Amendment to which the Company and ThinKom is a party constitute
                  legal,
                  value and binding obligations of the Company and ThinKom, respectively,
                  enforceable against it in accordance with their respective 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
                  Agreement.

              


      

      


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

      


      SECTION
        4. Execution
        of 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
        constituted but one and the same agreement. Delivery of an executed counterpart
        of a signature page to this Amendment by telecopier of facsimile shall be
        effective as delivery of a manually executed counterpart of this
        Amendment.

      


      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/ Douglas
                  Lockie
	 	
                  
Douglas
                  Lockie
	 	President
                  & CTO


        


        
          	 	 	 
	 	THINKOM
                  SOLUTIONS, INC.
	 
 	 
 	 
 
	 	BY:  	/s/ Michael
                  A. Burke
	 	
                  
Name:
                  Michael A. Burke
	 	Title:
                  President & Chief Executive
                  Officer


        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      APPENDIX
        A

      


      FURTHER
        AMENDED EXHIBIT D 

      


      MINIMUM
        PURCHASE LOTS OF ANTENNA MODULES

      


      


               

      
        	
                Quarter
                  ending June 30, 2004

              	
                $100,000.00

              
	 	 
	
                Quarter
                  ending September 30, 2004

              	
                $275,000.00

              
	 	 
	
                Quarter
                  ending December 31, 2004

              	
                $275,000.00

              
	 	 
	
                2005

              	
                $771,816.65

              
	 	 
	
                2006

              	
                $1,153,183.40

              
	 	 
	
                2007

              	
                $3,000,000.00

              
	 	 
	
                2008

              	
                $6,500,000.00

              
	 	 
	2009	$8,800,000.00
	 	 
	
                2010
                  and each year thereafter

              	
                $10,000,000.00