# LICENSE AGREEMENT

This license agreement
(Agreement) is made as of this 22nd day of October, 2004
(Agreement Date), by and between

AAT
COMMUNICATIONS  CORP., a New York corporation  having an office 12444 Powerscourt  Drive,
 Suite 300, St. Louis,  Missouri 63131 (LICENSOR)

AND

SKYBRIDGE
 WIRELESS,  INC., a  corporation  having an office at 6565  Spencer  Street,  Suite #
205,  Las Vegas,  Nevada 89119 ("LICENSEE").

The property which is the subject of
this Agreement are those portions of the realty and/or buildings or structures located
thereupon which are owned or leased by LICENSOR, or which LICENSOR has a right to the use
of, known as Southern Nevada Flow Plant 6A and located at 7180 East Washington Boulevard,
Las Vegas, Nevada 89114 (Premises).

In consideration of the mutual
covenants and obligations herein contained, Licensor and Licensee agree as follows:

1.    
          License.LICENSOR grants to LICENSEE a non-exclusive right to
          use the Premises for the installation and operation of the communications
          equipment (Equipment) described on Exhibit A
          attached hereto. LICENSEE is solely responsible for determining whether the
          Premises are suitable for its intended use.

2.    
          Installation.LICENSEE shall be responsible for obtaining all
          permits, licenses and other approvals required by any municipal, county, state
          or Federal governmental or regulatory body or agency, including a license issued
          by the Federal Communications Commission (FCC) and all
          necessary underground utility clearances, for the installation and operation of
          its Equipment at the Premises. Before commencing said installation, or any
          future modifications, LICENSEE shall seek LICENSORs approval of
          LICENSEEs plans and specifications. Said plans and specifications shall
          include the type of antennas, antenna operating frequencies, utility plan for
          power, and such other information as the Premises Owner may require of the
          LICENSOR with respect to LICENSEEs proposed installation of its Equipment.
          LICENSEE shall not commence to install its Equipment until prior approval has
          been obtained from LICENSOR and the Premises Owner and shall coordinate
          all such work with the Premises Owner. Subject to the approval of the
          owner of the Premises, such owner being both the United States and the Southern
          Nevada Water System (collectively, the Premises Owner),
          LICENSOR shall not unreasonably withhold its approval of said plans. The
          location at which the Equipment shall be installed shall be determined by
          LICENSOR, with consideration of LICENSEEs needs and the requirements of
          Premises Owner. The Equipment shall be installed in accordance with
          LICENSORs technical standards as set forth on Exhibit B and
          principles of good workmanship. LICENSEE shall immediately notify LICENSOR and
          shall thereafter cooperate with and abide by the requirements of LICENSOR and
          the Premises Owner in the event archeological resources are discovered by
          LICENSEE during the installation of its Equipment. LICENSEE shall notify
          LICENSOR at least 48 hours prior to the commencement of installation of the
          Equipment. The Equipment and frequencies that are identified in Exhibit Aare: (i) the only equipment and frequencies LICENSEE is authorized to use
          and operate under this Agreement; (ii) are to be used exclusively by
          LICENSEE and (iii) must be authorized by the FCC to provide Commercial Mobile
          Radio Service (CMRS) as defined by section 20.3 of the rules and
          regulations of the FCC, 47 C.F.R. § 20.3, at the location of the Premises.
          LICENSEE may not enter into any network sharing agreement at the Premises by
          either electrically or physically interconnecting the Equipment with
          communications equipment of third parties or, installing, operating or using any
          equipment for the purposes of sharing and/or supporting third party traffic on
          existing frequencies or other frequencies that have not been specified in this
          Agreement without prior written approval of LICENSOR. Any permitted
          network sharing will be subject to an increase in the license fee as determined
          by LICENSOR in its sole discretion.

3.    
          Interference. LICENSEE represents and warrants that the
          Equipment shall not (i) cause interference to the electronic equipment and/or
          television or radio reception of Premises Owner and residents/tenants of
          the Premises, (ii) cause interference to the communications equipment of other
          users of the Premises existing as of the date of installation of LICENSEEs
          Equipment or (iii) create a nuisance at or upon the Premises. LICENSEE shall
          cooperate with LICENSOR to the extent reasonably necessary to determine the
          source of any interference believed to be emanating from systems operating at
          the Premises. If LICENSEEs Equipment is determined to be the cause of any
          such interference, and such interference cannot be eliminated within 48 hours
          after receipt of notice thereof from LICENSOR, LICENSEE shall discontinue use of
          the Equipment (except for intermittent operation for the purpose of testing
          following any remedial measures) and use diligent efforts to correct the
          interference. LICENSOR represents that the agreements executed by and between
          LICENSOR and future users of the Premises shall include language substantially
          similar to the foregoing.

4.    
          Access. LICENSEE and its employees, agents and contractors
          shall have access to the compound at the Premises during normal working hours on
          normal business days, upon one (1) days prior notice to LICENSOR, only
          for the purposes of installing, operating, maintaining, repairing and removing
          the Equipment. In the event of emergency or equipment malfunction, access shall
          be granted at any time, subject to the security, safety and identification
          procedures of Premises Owner. LICENSEE and those persons making access to
          the Premises on behalf of LICENSEE pursuant to the terms and conditions of this
          Agreement, shall keep the Premises fully secured at all times by locking the
          existing gate to the fence which protects Flow Station 6A of the Robert B.
          Griffith Water Project, within which area the Premises is located.

The Premises Owner and their
officers, agents, employees, successors or assigns shall at all times have ingress to and
egress from the areas in which LICENSEEs Equipment is located.

5.    
          Term. A. This Agreement shall become effective upon (i) the
          date upon which LICENSEE begins the installation of its Equipment or (ii)
          November 1, 2004 whichever is earlier, the (Commencement Date) and
          shall continue in effect for a term of four (4) years (the Initial
          Term), unless terminated prior to the expiration of said term in
          accordance with the provisions of Paragraph 18.B. Provided that (i)
          LICENSEE is not in default hereunder, (ii) this Agreement has not expired or
          been terminated, (iii) LICENSOR has renewed any underlying site agreement with
          Premises Owner for a sufficient period of time and (iv) LICENSEE has not
          notified LICENSOR at least 180 days prior to the expiration of the then-current
          term of its desire not to renew the term, this Agreement shall automatically
          renew under the same terms and conditions for two (2) additional three (3) year
          terms, subject to the increase in the license fee provided in Paragraph 6
          hereof.

C.    
          LICENSEE shall have no right to hold over at the Premises beyond the
          expiration of this Agreement.

D.    
          Notwithstanding anything to the contrary contained herein, this Agreement
          shall terminate upon the expiration or earlier termination of the Underlying
          Agreement.

6.    
          License Fee.A. As compensation for the rights
          granted hereunder, LICENSEE shall pay to LICENSOR an annual license fee of
          Twelve Thousand Dollars ($12,000.00) for the first year of the term, payable in
          monthly installments of one-twelfth each, beginning on the Commencement Date.
          All license fee payments due hereunder shall be paid in advance and shall be due
          on or before the first day of each month. In the event the Commencement Date is
          other than the first day of the month, the license fee for the first and last
          months of the term hereof shall be apportioned accordingly. At each anniversary
          of the Commencement Date, during the initial term and any renewal terms, the
          annual license fee payable by LICENSEE shall automatically increase by four
          percent (4%).

7.    
          Responsibility for Equipment.The Equipment shall remain the
          personal property of LICENSEE, and LICENSEE agrees that neither LICENSOR nor
          Premises Owner shall have any responsibility for the care and protection
          thereof. LICENSEE shall mark all of its Equipment (including but not being
          limited to antennas, cables and equipment cabinets) with weatherproof tags or
          plates identifying LICENSEE as the owner and/or operator thereof and shall keep,
          operate and maintain said Equipment in a safe condition and in good repair so as
          not to cause injury or damage or interfere with the proper use and operation of
          any property or facilities and work, of the Premises Owner. In addition,
          LICENSEE shall maintain those areas of the Premises upon which its Equipment is
          located in a safe, orderly and sanitary manner in accordance with standards
          which may be promulgated by the Premises Owner.

8.    
          Electrical. The electricity consumed by LICENSEEs
          Equipment shall be an expense to LICENSEE. LICENSEE will make arrangements with
          the electric utility company to have a separate electric service (billed to and
          paid directly by LICENSEE) installed upon the Premises solely for the purpose of
          supplying electrical power to the LICENSEEs Equipment. LICENSEE shall
          provide LICENSOR with proof that said meter has been installed within thirty
          (30) days of such installation.

9.Compliance with Laws. The Equipment shall, at all
          times during the initial term and any renewals, be installed, operated and
          maintained by LICENSEE in accordance with all laws, codes, rules, regulations,
          orders and requirements of all local, county, state and Federal governmental and
          regulatory bodies and agencies, including, but not being limited to, all rules,
          regulations and orders of the FCC and the Occupational Safety & Health
          Administration (OSHA). In accordance with and/or in addition to the
          foregoing, LICENSEE shall comply with all federal, state and local laws and
          regulations pertaining to water quality, pollution content, environmental
          protection and the use of pesticides and herbicides.Within 10 days after
          the Commencement Date, LICENSEE shall provide LICENSOR with a copy of the
          license issued by the FCC for the Equipment. In addition, LICENSEE shall post a
          copy of said FCC license at the Premises, in the location designated by
          LICENSOR.

A.    
          10. RF Emissions. A.RF Compliance.LICENSEE will
          have the sole responsibility at its sole cost and expense for ensuring that the
          Equipment does not at any time cause Radio Frequency (RF) emissions
          at the Premises to exceed the occupational exposure limits established by the RF
          standards at the compound and the general population/uncontrolled exposure
          limits established in the RF standards at all other areas of the Premises either
          by itself or in conjunction with other RF sources affecting the Premises.
          LICENSEE will coordinate with other licensees that have installed equipment at
          the Premises to the extent necessary to ensure compliance with the RF standards.
          LICENSEE will ensure that LICENSEE and its employees, agents and contractors
          will have proper occupational training in the RF standards, including, without
          limitation, training with regard to the risks of RF exposure and the means by
          which any risks may be minimized. LICENSEE will maintain technical information
          supporting its compliance with the RF standards, and will make such information
          available to LICENSOR promptly upon LICENSORs request.B.Evidence of Noncompliance.In the event
          that LICENSEE discovers any noncompliance with the RF standards at the Premises,
          Licensee will notify LICENSOR immediately and describe the steps taken to
          immediately come into compliance. In addition, LICENSEE will notify LICENSOR in
          the event that there are other licensees operating equipment at the Premises
          that fail to cooperate in addressing RF exposure issues. If LICENSOR notifies
          LICENSEE that it has determined that the Equipment is the source of or
          contributes to RF emissions in excess of the RF standards at the Premises, then
          LICENSEE will take all necessary actions, including powering down the Equipment
          or ceasing operations, to immediately bring the Equipment and the Premises into
          compliance with the RF standards and to demonstrate such compliance to LICENSOR.

C.    
          Reduction of RF Levels.LICENSEE will cooperate with LICENSOR
          in reducing RF exposure to maintenance personnel by powering down the Equipment
          or ceasing operations, as necessary, during periods of maintenance at a the
          Premises. LICENSOR will provide LICENSEE with as much advance notice of any such
          maintenance as is reasonably available.

D.RF Studies.LICENSOR will have the right to conduct RF studies at the
          Premises to ensure compliance with the RF standards by LICENSEE and all other
          licensees at the site. In the event an RF study determines that the Premises
          exceeds the RF standards, and identifies the LICENSEEs Equipment as the
          primary cause, or is contributing factor of, the Premises exceeding the RF
          Standards, LICENSEE shall compensate LICENSOR for the cost of the RF study or
          pay to LICENSOR a prorate portion of the cost of the RF Study relative to other
          contributing licensees. LICENSEE will pay the cost within thirty (30) days of
          receipt of an invoice from LICENSOR.

11.    
          Environmental. A. LICENSEE shall comply with all applicable
          federal, state and local laws and regulations and the United States Department
          of the Interior, Bureau of Reclamation (hereinafter referred to as
          Reclamation) policies and instructions, existing or hereafter
          enacted or promulgated, concerning any hazardous material that will be used,
          produced, transported, stored or disposed of on or in lands subject to this
          document.

B.Hazardous material means any substance, pollutant or contaminant
          listed as hazardous under the Comprehensive Environmental Response, Compensation
          and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq:, and the
          regulations promulgated pursuant to that act.

C.    
          LICENSEE shall not contaminate, nor allow any officer, agent, employee,
          contractor or invitee of LICENSEE to contaminate lands, waters or facilities
          subject to this document with hazardous materials; provided, however,
          that LICENSEE shall not be responsible for acts or omissions of the United
          States or its officers, contractors, agents and employees.

D.LICENSEE shall report to Reclamation, within 24 hours of its occurrence, any
          event which may or does result in pollution or contamination adversely affecting
          lands, waters or facilities subject to this document.E. Violation of any
          of the provisions of this Paragraph 11 shall constitute grounds for immediate
          termination of this Agreement and shall make LICENSEE liable for the cost of
          full and complete remediation and/or restoration of any federal resources or
          facilities that are adversely affected as a result of the violation.

12.Insurance. At all times during the initial term and
          any renewal terms, LICENSEE shall carry insurance protecting itself, LICENSOR
          and Premises Owner against all claims, demands, judgments, liabilities and
          losses which may be made against or suffered by them as a result of (i)
          LICENSEEs use of the Premises, (ii) the installation, operation or
          presence of the Equipment at the Premises, or (iii) any act, omission or
          negligence of LICENSEE or its employees, agents or contractors while on or in
          the vicinity of the Premises. The insurance required to be obtained and
          maintained by LICENSEE shall be as follows:

     All Risk
property insurance in the amount of the Equipment's replacement cost;

     Commercial general liability
insurance: $1 million for injury or death, any one occurrence; $1 million for damage to
property, any one occurrence; $2 million excess/umbrella coverage;

      Automobile liability
insurance in the amount of $1 million; and 

     Employers Liability, workers
compensation and disability insurance covering employees in the amounts required under
applicable laws.

Within 10 days after
LICENSEEs execution of this Agreement and on each anniversary of the Commencement
Date during the initial term and any renewal terms, LICENSEE shall provide LICENSOR with
current certificates of insurance, evidencing that LICENSEE has obtained the requisite
coverages in the mandated amounts, that LICENSOR and Premises Owner are named as
additional insureds thereunder, and that such policies cannot be cancelled or amended
without at least 30 days prior notice to LICENSOR and Premises Owner.

13.    
          Hold Harmless. LICENSEE shall indemnify, defend and hold
          LICENSOR and Premises Owner harmless from and against all losses, damages,
          fines, penalties, claims, costs, expenses and liabilities (including costs of
          defense and reasonable attorneys fees) which are suffered by, levied upon
          or brought against either (or the employees, agents or contractors of either) as
          a result of (i) the installation, operation, presence, use, maintenance or
          removal of the Equipment at the Premises; (ii) any act, omission or negligence
          of LICENSEE or its employees, agents or contractors while on or in the vicinity
          of the Premises; (iii) any allegation of interference which is caused by, or is
          alleged to have been caused by, the Equipment; (iv) any allegation of exposure
          to RF emissions originating, in whole or in part, from the Equipment; or (v) the
          release, presence, use or disposal of Hazardous Materials or RF emissions on or
          in the vicinity of the Premises by LICENSEE or any employee, agent or contractor
          of LICENSEE. In addition, LICENSEE shall reimburse the Premises Owner for
          all damages to works or property of the Premises Owner arising out of the
          installation, operation, maintenance or removal of LICENSEEs Equipment at
          the Premises. LICENSEE shall promptly pay any bills rendered by the
          Premises Owner for such damages. LICENSEE hereby releases the United
          States of America (the United States), its officers, agents,
          employees and assigns from any claims for damages to structures, improvements or
          works of LICENSEE resulting from seepage or flooding or other damage as a result
          of construction, reconstruction, operation or maintenance of any of the
          facilities and works of the United States, excepting claims cognizable under the
          Act of June 25, 1948 (62 Statute 892), as amended (Federal Tort Claims Act). The
          provisions of this Paragraph shall survive the expiration or earlier termination
          of this Agreement.

14.    
          Removal of Equipment. Within a period of 20 days following the
          expiration or termination of this Agreement, LICENSEE shall (i) remove the
          Equipment and all cables, components and other property of LICENSEE from the
          Premises, (ii) repair any damage to the Premises caused by such removal and
          (iii) restore those portions of the Premises upon and/or within which the
          Equipment was located to the condition which existed as of the Commencement
          Date. Any equipment, cabling, components or other property of LICENSEE remaining
          on the Premises after the expiration of the aforestated period shall be deemed
          to have been abandoned and may be disposed of as LICENSOR sees fit. LICENSEE
          shall reimburse LICENSOR for all expenses incurred by LICENSOR in removing and
          disposing of any such abandoned property of LICENSEE. Should LICENSEE fail to
          commence to repair any damage to the Premises or to restore the Premises to the
          original condition within the aforestated period, LICENSOR may, at its option,
          have such repair and/or restoration performed, and LICENSEE shall reimburse
          LICENSOR for all such expenses incurred by LICENSOR.

15.    
          Casualty. In the event fire or other calamity
          (Casualty) causes a total destruction of the Premises, this
          Agreement shall automatically terminate as of the date of such Casualty. In the
          event of Casualty causing damage to the Premises comprising less than a total
          destruction thereof, LICENSEE may terminate this Agreement if the Premises are
          not restored to a condition which permits for the operation of the Equipment
          thereupon within 90 days from the date of Casualty. The license fee payable by
          LICENSEE hereunder shall abate for such period of time as LICENSEE is unable to
          use the Premises as a result of any Casualty.

16.    
          Condemnation. If the Premises or any portion thereof is
          condemned or subjected to a taking by any governmental authority with the power
          of eminent domain, this Agreement shall terminate as of the date upon which
          LICENSEE is required to remove its Equipment from the Premises. LICENSEE shall
          be entitled to seek its own award from the condemning authority only to the
          extent such award does not result in a diminution of the awards payable to
          LICENSOR and Premises Owner. In the event the Premises Owner
          wishes to construct or relocate any structures or facilities across, over, under
          or upon the Premises, and such construction is made more expensive by reason of
          the existence of LICENSEEs Equipment thereon, LICENSEE shall, within the
          time set forth within the notice from LICENSOR informing LICENSEE of such
          circumstances, either (i) make payment to the Owner(s) for its pro-rated share
          (as determined by LICENSOR) of such additional expense, (ii) remove or adapt its
          Equipment in coordination with LICENSORs plan to accommodate the
          structures and facilities of the Premises Owner or (iii) terminate this
          Agreement and remove its Equipment from the Premises. LICENSEE shall bear any
          costs to the Owner(s) occasioned by the failure of LICENSEE to make an election
          in accordance with the foregoing within the time limits set forth in the
          aforementioned notice from LICENSEE to LICENSEE.

17.    
          Default. The occurrence of the following events shall
          constitute an event of default hereunder:

(i)       
          the failure of either party to comply with any of the provisions of this
          Agreement or to faithfully and timely perform all of the duties and obligations
          of such party hereunder (a Non-Monetary Default); or
    (ii)       
          the failure of LICENSEE to pay, when due, the license fee or any other amounts
          owed LICENSOR hereunder (a Monetary Default).

18.    
          Termination. A. This Agreement may be terminated under the
          following circumstances:

(i)       
          immediately, by the non-defaulting party, in the event of a Non-Monetary Default
          which the party in default has failed to cure within 20 days of receipt of
          notice from the non-defaulting party of the existence of said default;
    (ii)       
          immediately, by LICENSOR, upon LICENSEEs failure to make full payment of
          any amounts owed hereunder within 5 days of LICENSEEs receipt of notice
          from LICENSOR declaring LICENSEE to be in Monetary Default;
    (iii)       
          immediately, by either party, if LICENSEE is unable to eliminate any
          interference caused by its Equipment within a period of 20 days following
          LICENSEEs receipt of notice from LICENSOR of the existence of such
          interference in accordance with the terms of Paragraph 3. hereof, provided that
          LICENSEE may only terminate under this subparagraph if LICENSEE has used
          diligent efforts to correct such interference;    (iv)       
          immediately, by LICENSOR, in the event the Equipment is determined to be the
          source of RF emissions in excess of the RF Standards and LICENSEE has failed to
          minimize such RF emissions to an acceptable degree within the earlier of the
          time limit established by (a) the FCC, (b) LICENSOR and (c) Premises
          Owner;     (v)       
          immediately, by LICENSEE in the event of interference to the Equipment caused by
          the equipment of any other party as documented in an intermodulation study
          reasonably acceptable to LICENSOR, whether on the Premises or elsewhere, which
          is not minimized to an acceptable degree within 20 days following
          LICENSORs receipt of notice from LICENSEE of the existence of such
          interference;    (vi)       
          immediately, by LICENSEE in the event any license, permit or other governmental
          approval required for the installation or operation of the Equipment is
          withheld, revoked or withdrawn, other than as a result of LICENSEEs acts
          or negligence.B. In the event of a Non-Monetary Default by either party
          hereunder which cannot reasonably be cured within the time period set forth in
          section (i) of Part A of this Paragraph 18, the time for curing such default
          shall be extended for such period of time as may be reasonably necessary to
          complete such curing, provided the party in default proceeded promptly to cure
          same and thereafter diligently pursues such curing to completion.

C.    
          Following the effective date of termination of this Agreement in accordance
          with any of the foregoing, neither party shall have any further obligation or
          liability hereunder, other than as may be specifically set forth herein. Nothing
          will relieve either party from any obligations that arose prior to such
          termination.

19.    
          Contractors.A.Any and all contractors hired by
          LICENSEE to install the Equipment or perform any other work at the Premises
          (Licensees Contractors) shall be subject to the
          approval of LICENSOR. Such approval shall not be unreasonably withheld or
          delayed, subject, however, to any requirements of Premises Owner with
          respect to access to the Premises and/or work to be performed thereupon.B.
          Each of Licensees Contractors shall be required to obtain insurance
          protecting itself, LICENSEE, LICENSOR and Premises Owner against any and
          all claims, losses, damages or costs which may arise out of or result, directly
          or indirectly, from (i) the activities of said Licensees Contractor at the
          Premises or (ii) the acts or negligence of said Licensees Contractor or
          its employees. The insurance required to be obtained and maintained by each of
          Licensees Contractors shall be as follows:

     Commercial general liability
insurance: $1 million for injury or death, any one occurrence; $1 million for damage to
property, any one occurrence; $2 million excess/umbrella coverage;      Automobile liability
insurance in the amount of $1 million; and      Employers Liability, workers
compensation and disability insurance covering employees in the amounts required under
applicable laws.

Prior to commencing work at the
Premises, each of Licensees Contractors shall provide LICENSOR with current
certificates of insurance, evidencing that it has obtained the requisite coverages in the
mandated amounts; that LICENSEE, LICENSOR and Premises Owner are named as additional
insureds thereunder; and that such policies cannot be cancelled or amended without at
least 10 days prior notice to the parties named thereunder as additional insureds.

C.    
          Notwithstanding the foregoing, LICENSEE agrees to accept all responsibility
          and liability for all actions of Licensees Contractors and to indemnify
          and hold LICENSOR and Premises Owner harmless from and against any and all
          claims, losses, damages or costs for which LICENSOR and Premises Owner are
          not fully reimbursed pursuant to Part B of this Paragraph 19.

20.    
          Assignment. A. Provided that (i) LICENSEE is not in default
          hereunder, (ii) that LICENSEE gives written notice of its intention to assign
          its rights hereunder at least 10 days prior to the effective date thereof and
          (iii) the assignee agrees to assume all of LICENSEEs obligations hereunder
          (including those due and owing as of the effective date of assignment), LICENSEE
          shall have the right to assign its interest in this Agreement to any parent,
          subsidiary or affiliate of LICENSEE; any entity with which or into which
          LICENSEE is merged or consolidated; or to any corporation which acquires 51% or
          more of LICENSEEs assets.B. Any assignment hereof by LICENSEE
          other than pursuant to the terms of Part A of this Paragraph 20 shall be subject
          to the written approval of LICENSOR. Any request for such approval shall be made
          in writing, at least 45 days in advance of the effective date of assignment, and
          shall include the net worth of the assignee as of the last day of the most
          recent quarter of said assignees business year. LICENSOR shall not
          unreasonably withhold such approval, subject, however, to the assignees
          agreement to accept all obligations of LICENSEE hereunder (including those due
          and owing as of the effective date of assignment).C. LICENSEE shall not
          sublicense all or any part of its rights or obligations hereunder.

21.    
          Controversies.A. Subject to the provisions of Paragraphs 17
          and 18 hereof, and in the event the amount in controversy or claimed as damages
          is less than $25,000, all controversies with respect to this Agreement or the
          rights, duties or obligations of the parties hereunder shall be settled by
          arbitration conducted by one arbitrator of the American Arbitration Association
          in the County in which the Premises is located under the Rules of Commercial
          Arbitration (theRules) as they exist at the
          time demand is made therefor. The cost of said arbitration and all fees
          associated therewith shall be paid in accordance with the Rules.B. In
          the event the amount in controversy or claimed as damages is equal to or greater
          than $25,000, the party making demand for same shall have the option of either
          making demand for arbitration in accordance with the provisions of Part A of
          this Paragraph 21 or seeking relief from an appropriate court having
          jurisdiction over the subject matter and parties.C. All arbitration
          proceedings conducted in accordance herewith shall be held in accordance with
          the laws of the State in which the Premises is located.

D.    
          Notwithstanding the foregoing, the parties agree that all disputes arising
          under the underlying site agreement between LICENSOR and the United States (the
          Underlying Agreement) shall be subject to an administrative decision
          by the Regional Director, Bureau of Reclamation. If any non-federal party is not
          satisfied with the Regional Directors decision, it shall have the right to
          appeal the decision to the Commissioner, Bureau of Reclamation, within thirty
          (30) days from the date of the Regional Directors decision. Unless
          otherwise provided in the Commissioners decision, the Commissioners
          decision will be deemed final agency action for purposes of judicial review
          under the Administrative Procedures Act, 5 U.S.C. 704.

22.Taxes.LICENSEE will have the sole
          responsibility to pay any personal property, real estate taxes, assessments, or
          charges owed on a Premises as the result of LICENSEEs use of the Premises
          and/or the installation, maintenance, and operation of the Equipment and any
          sales tax imposed on the license fee notwithstanding anything contained in of
          this Agreement. In the event that the LICENSOR pays real estate taxes at the
          Premises, LICENSEE will also pay a pro rata portion of any increase in such real
          estate taxes that occurs after the installation of the equipment based on the
          total number of licensees who have installed equipment at the Premises at the
          time of the increase upon receipt of documentation of such increase by Licensor.
          LICENSEE will also be solely responsible for the payment of any taxes, levies,
          assessments and other charges imposed including franchise and similar taxes
          imposed upon the business conducted by LICENSEE. Notwithstanding the foregoing,
          LICENSEE will not have the obligation to pay any tax, assessment, or charge that
          LICENSEE is disputing in good faith in appropriate proceedings prior to a final
          determination that such tax is

|              |                                          | 
|------------- | ---------------------------------------- | 
|LICENSOR:     | AAT Communications Corp.                 | 
|              | 12444 Powerscourt Drive                 
|              | Suite 300                               
|              | Attn.: Director, Contract Administration
|              |                                         
|With copy to: | AAT Communications Corp.                
|              | 12444 Powerscourt Driv                  
|              | Suite 300                               
|              | St. Louis, Missouri 63131                | 
|              | Attn.: General Counsel                  
|              |                                         
|LICENSEE:     | SkyBridge Wireless, Inc.                
|              | 6565 Spencer Street                     
|              | Suite #205                              
|              | Las Vegas, NV 89119                      | 
|              | Attn.: Jason Neiberger                  

Each of the parties may change its
address as set forth above by delivering to the other written notice of such change in
accordance with the foregoing.

---

IN WITNESS
WHEREOF, the parties hereto agree to be bound by the terms of this
Agreement as of the Commencement Date.

|                                |                              
|------------------------------- | -----------------------------
|Accepted by: LICENSOR           | Accepted by: LICENSEE        
|AAT COMMUNICATIONS CORP         | SKYBRIDGE WIRELESS, INC.     
|By: /s/ AAT COMMUNICATIONS CORP | By: /s/ Jason Neiberger      
|Name: AAT COMMUNICATIONS CORP   | Name: Jason Neiberger        
|Title: _______________________  | Title: President             
|Date: October 22, 2004          | Date: October 22, 2004       
|Attest: _____________________   | Attest: _____________________
|Print Name: _________________   | Print Name: _________________

# EXHIBIT A Licensees
Equipment

Call Sign: ______________

# Antennas:

|TYPE & QUANTITY | MAKE             | MODEL NO.   | MOUNTING HEIGHT | SIZE               
|--------------- | ---------------- | ----------- | --------------- | -------------------
|2 TX/RX         | Gariel           | HES2-220A   | 56'             | 24" D              
|4 TX/RX         | Motorola/Trango  | 5800 AP/    | 56'             | 12" L x 8" W x 3" D
|                |                  | Access 5830
|4 TX/RX         | Trango           | M900S       | 56'             | 12" L x 8" W x 3" D
|2 TX/RX         | Decibel Products | DB977H90N-S | 56'             | 42" L x 6" W x 3" D

# Transmit/Receive Antenna
Cables:

Quantity: 12Diameter: 8
@ 1⁄4 and 4 @ 1⁄2"

Length: ______'

# Permitted Operating Frequency
of Equipment:

|TX Frequencies: | 902-928
MHz, 2400-2483 GHz, 5.250-5.350 GHz,                   5.725-5.850 GHz, 22.025-23.575 GHz
|--------------- | -------------------------------------------------------------------------------------------------

|RX  Frequencies: | 902.928 MHz, 2.400-2.483 GHz, 5.250-5.350 GHz,                   22.025-23.575 GHz
|---------------- | ----------------------------------------------------------------------------------

# Base Stations:

Manufacturer: MotorolaModel
No.: CanopyDimensions:  14" L x 4" W x 4" D Power Output: 14 watts

Manufacturer: MapleNetModel No.:
BWR-1000Dimensions:  14" L x 4" W x 4" D Power Output: 14 watts

Manufacturer: ProximModel
No.: Tsunami
Dimensions:  24" L x 24" W x 12" D Power Output: 95 watts

Power Requirement: 100 v
100 amps / Duty Cycle: _______________

To be installed in Licensee provided
Tower Mounted box to occupy floor space of no more than three (3) square feet and a Ground
box to occupy floor space of no more than four (4) square feet.

# Effective Radiated Power
of Licensees Equipment: 14 watts

# EXHIBIT B

# Technical Standards

I. General 1)    
          All installation crews must have in their possession an installation diagram
          issued to them by AAT prior to work beginning.

The following will not be permitted
without the written consent of AAT: 1) Any equipment without FCC type acceptance. 2)
Change in operating frequencies.  3)
          Open rack mounted receivers and transmitters. 4) Relocation of equipment after
          installation.

II.Radio Frequency
Interference Protective Devices1)          30-76 MHz Isolators-minimum of 30dB TX
cavity-minimum of 20dB rejection at +/- 1MHz 2) 130-174 MHz  
Single
Stage Isolators-minimum of 30dB TX cavity-minimum of 25dB rejection at +/- 1MHz 3)
          406-512 MHz 
Single
Stage Isolators-minimum of 30dB TX cavity-minimum of 25dB rejection at +/- 1 MHz 4)
          800-1000 MHz Single Stage Isolators-minimum 30dB TX
cavity-minimum of 20dB rejection at +/- 5 MHz

* Harmonic Filters are
also required with single or dual stage isolators.

III.Antenna
and mounts must be: 1)
          Mounted only on approved side arms or other specified mount and only one per
          mount unless authorized by AAT. 2) All mounting hardware must be hot dipped
          galvanized or non-corroding metal. 3) Tagged with weatherproof labels showing
          manufacturer, model, frequency range, and owner. 4) Grounded at (1) tower mount
          (2) base of tower and (3) cable port entry. 5)
          Connections to be taped with stretch vinyl tape (Scotch #33 or equivalent)
          Skotchkoted (including pigtails). 6) Antennas with corroded or oxidized elements
          must be repaired or replaced. 7) Unless otherwise authorized by AAT, all
          antennas must be enclosed in fiberglass radomes. 8) Mounting pipes must be cut
          such that they do not extend into the antenna radiating element. 9) Any rusted,
          corroded or damaged hardware must be replaced.

IV.Tower1)
          No welding or drilling of any Tower members will be permitted.

V.Cable 1)
          All antenna lines to be jacketed heliax or (equivalent), 1⁄2 or
          greater. Cable size must conform to agreement technical specifications. 2)
          No kinked or cracked cable. 3)
          Any cable fasteners exposed to weather must be nylon ultraviolet resistant type
          or stainless steel when installed on tower. 4) All transmit interconnecting
          cables/jumpers must be solid copper outer conductor (1/2 superflex or
          equivalent), not to exceed
8 in length where practical. 5)
          All used and unused lines must be tagged at both ends showing termination
          points. 6) Where no troughs or cable trays exist, all cable must be secured at
          not less than 3intervals. 7) All transmission lines must be grounded
          immediately before making the bend under the waveguide bridge with professional grounding
kits made specifically for this purpose. 8)
          All antenna cables must be secured to existing uni-strut or cable trays when
          provided, using metal clamps designed for 1-5/8", 1-1/4", 7/8
          and 1⁄2" 9)
          Drip loops shall be incorporated in the runs to prevent water from trickling
          down the lines into the building.

VI.Connectors 1)
          Must have Teflon inserts, UHF or N type, including chassis/bulkhead connectors. 
2)          Must be properly fabricated (soldered if applicable) if field installed. Crimp
          connectors are not acceptable.

VII.Receivers 1)
          No RF pre-amps permitted in front end unless authorized in writing by AAT. 2)
          All chassis shields must be in place.

VIII.Transmitters 1)
          Must meet original manufacturers specifications. 2) All chassis must be in
          place. 3)
          Must be tagged with Licensees name, equipment model, serial number and
          operating frequencies. 4) All power amplifiers must be shielded. 5) Photocopy of
          FCC license must be enclosed in protective plastic cover and attached to front
          of transmitter cabinet.

IX.Cabinets 1)
          Must be grounded to building ground system. 2) All doors must be on and closed.3)
          All unused holes larger than 1 must be covered with copper screen or solid
          metal plates.

X.Installation
Procedures 1)
          Installation may take place only after AAT has approved of the date and time,
          and only during normal working hours, unless otherwise authorized in writing. 2)
          Licensee must fax an as-built sketch detailing actual location of equipment to
          AAT at 732-404-9360 promptly upon completion of installation.

XI.Miscellaneous 1)
          All installations must be maintained in a neat and professional manner.
 2) Doors
          to equipment and antenna spaces shall be closed and locked at all times. 3)
          Access to equipment and antennas shall be by authorized personnel only, and only
          for purposes of installation, maintenance, repair and removal. 4)
          Any other requirements and/or specifications contained within the text of this
          Agreement.