# TELECOMMUNICATIONS
LICENSE AGREEMENT

THIS  TELECOMMUNICATIONS
 LICENSE  AGREEMENT  ("License")  is made and entered  into as of the 17th day of
 November,  2004 by and between  Marnell Corrao  Associates,  Inc., a Nevada
 corporation,  ("Licensor")  and SkyBridge  Wireless,  Inc., a Nevada  Corporation
("Licensee").

WHEREAS, Licensor entered into that certain
Lease Agreement with Rio Properties, Inc., a Nevada corporation (Rio) on June
24, 1997 in which Licensor leased the fifty-second (52nd) floor of the Building (as
hereinafter defined) and Licensor constructed certain improvements including a
communications tower on the roof of the Building for the purpose of housing and operating
certain Telecommunications Equipment; and

WHEREAS, Licensor has the authority
to enter into licensing agreements to grant to third parties the right to locate and
operate certain Telecommunications Equipment in the Building and upon its antenna mounting
base; and

WHEREAS, Licensee desires to acquire
a license to have certain Telecommunications Equipment installed at and to operate such
Telecommunications Equipment at the Building.

# AGREEMENT

NOW, THEREFOR, in consideration of
the foregoing, the mutual covenants and agreements set forth herein and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:

1. Definitions

1.1
License Fee shall be an annual fee of Thirty Thousand and No/100 Dollars
($30,000.00) payable in equal monthly installments of Two Thousand Five Hundred and No/100
Dollars ($2,500.00) in advance of the first day of each month, subject to adjustment as
set forth in Section 7.1 of this License.

1.2
The Building shall mean the building located upon the real property known as
the Rio Suite Hotel & Casino and whose address is 3700 West Flamingo Road, Las Vegas,
Nevada 89103.

1.3
 Commencement Date
shall mean the earlier of the date that Licensee actually commences to use the Equipment
Space (as hereinafter defined) or September 1, 2004.

1.4
License Term shall mean a term commencing on the commencement date and
continuing for twenty-four (24) full calendar months (plus any partial calendar month in
which the commencement date falls), subject to revocation as set forth in Sections 3 and
29 of this License.

1.5
Normal Business Hours for the Building shall mean 8:00 a.m. to 5:00 p.m.
Mondays through Fridays, exclusive of normal business holidays.

1.6
Telecommunications Equipment shall mean the equipment set forth in Exhibit
A attached hereto and made a part hereof and ancillary equipment including but
not limited to cable, junction boxes, hangers, pull boxes, grounding wiring used in the
normal course of Licensees business, which will be installed by Licensee, pursuant
to the terms of this License.

1.7
Equipment Space shall mean approximately 50 square feet located on the
fifty-second (52nd) floor of the Building as designated in Exhibit B attached
hereto. The Equipment Space will be used by the Licensee as the building service site.

1.8
Cable Tray shall mean the spaces and pathways within the Building used for
routing cables and ancillary equipment outside the Equipment Space. The purpose of the
Cable Tray will be to permit connection of the Telecommunications Equipment to the
communications tower on top of the Building. The precise location of the Cable Tray
applicable to this Licensee will be designated by Licensor in writing and will be
installed only as so designated by Licensor.

2. License Term

This
License shall continue in force during a period beginning on the Commencement Date and
continuing until the expiration of the License Term, unless this License is sooner
terminated or extended to a later date under any other term or provision hereof.

3. Grant of License

3.1
Subject to and upon the terms herein set forth, Licensor hereby grants to Licensee a
non-exclusive, revocable license to use the Equipment Space, to use the Cable Trays and to
install cables to the rooftop communications tower for the purpose of constructing,
installing, operating, repairing, maintaining and removing the Telecommunications
Equipment.

3.2
     Licensor hereby reserves the right to grant, renew or extend similar licenses to
others.

4. Use

4.1
The Cable Trays and Equipment Space shall be used for telecommunications services for
which Licensee has been certified to provide by either the local public utility governing
body, or the Federal Communications Commission (the FCC). Licensee agrees not
to use or permit the use of the Equipment Space or Cable Trays for any purpose which is
illegal, dangerous to life, limb or property or which, in Licensors reasonable
opinion, creates a nuisance or which would increase the cost of insurance coverage with
respect to the Building. In particular, no electronic equipment containing polychlorinated
biphenyls (PCBs) or other environmentally hazardous materials will either be used or
stored in or around the Cable Trays or Equipment Space and no such materials will be used
in any of the Telecommunications Equipment installed by Licensee in the Cable Trays or
Equipment Space (except for Licensees battery system, which having environmentally
sensitive materials will be handled by and will be the sole responsibility of the
Licensee).

4.2
Nothing herein should be construed as permitting Licensee to use the Cable Trays or
Equipment Space for a purpose not specifically described herein, or to install new or
substitute cable into the Cable Trays which consists of materials other than those
described in Paragraph 9 hereof. Except for Cable Trays installed by Licensee, to which
Licensee shall have exclusive right, it is acknowledged that Licensor may, at
Licensors discretion, authorize other tenants and licensees of the Building to use
portions of other Cable Trays in the Building, whether for the installation of
Telecommunications Equipment or otherwise.

4.3
Licensee shall not place signs on any of the doors or corridors leading to the Equipment
Space or Cable Trays, without first obtaining the prior written consent of Licensor in
each such instance, which consent may be given or arbitrarily withheld on such condition
as Licensor may elect. Licensor shall have the right, at its option, at Licensees
own cost and expense, to remove any signs placed by Licensee without Licensors prior
written consent, and to repair any damage caused by the signs. Any and all installations
to the Cable Trays or Equipment Space shall become the property of the Licensor upon the
termination of this License.

5. Provision of Space

Licensor
shall provide approximately 50 square feet of floor space in the Building in the location
designated on the plan annexed hereto as Exhibit B. The equipment room will be
used by Licensee for the purposes set forth in Paragraph 4 herein, and for any other
lawful purpose that Licensor shall approve in writing.

6. No Warranty of Premises

Licensor
makes no warranty or representation that the licensed premises are suitable for the
Licensees use, it being assumed that Licensee has satisfied itself thereof. Licensee
has inspected the Equipment Space and the Building spaces and accepts the same as
is and agrees that Licensor is under no obligation to perform any work or provide
any materials to prepare the licensed premises for Licensee.

7. License Fee Payment

7.1
Licensee shall pay to Licensor, without any setoff or deduction whatsoever, a License Fee
of Thirty Thousand and 00/100 dollars, each year of this License, adjusted annually on the
anniversary of the commencement date by the percentage increase in the applicable Consumer
Price Index (CPI) over the prior years index, which increase shall not be less than
5%. The License Fee shall be payable, without demand, in twelve (12) monthly payments of
Two Thousand Five Hundred and No/100 Dollars per month, or part thereof, commencing on the
date herein shown as the date of this License. All payments shall be made to Licensor at
the address given in this License or such other address as Licensor may stipulate from
time to time. Any fees not paid when due shall be subject to a late fee of ten percent and
shall also be subject to interest charge of one and one-half percent (1.5%) per month for
each month or partial month the amount due remains outstanding.

7.2
In addition to the license fees, Licensee shall pay Licensor if, and when due, any sales,
use or other taxes or assessments which are assessed or due by reason of this License or
Licensees use of the Building hereunder.

8. Disclosure of
Financial Terms

Licensor
and Licensee agree to use their good faith efforts to refrain from disclosing the
financial terms of this License. Either party may disclose the financial terms of this
License when required by law, regulation or prior agreement. No recourse, action or
penalty shall be associated with the good faith effort of non-disclosure herein embodied.

9. Installation,
Maintenance and Repair

9.1
Prior to the initial installation of Telecommunications Equipment within the Equipment
Space, Licensee shall, at is sole cost and expense, prepare and deliver to Licensor
working drawings, plans and specifications detailing the location and size of the
Telecommunications Equipment to be installed within the Cable Trays and Equipment Space
specifically describing the proposed construction. No work shall commence until Licensor
has approved the plans, specifications and installation contractor in writing, which
approval will not be unreasonably withheld or unduly delayed. Licensor shall deliver to
Licensee, within ten (10) working days after receipt of the plans and specifications, its
approval or disapproval, and any required changes. Upon approval, the plans and
specifications for the Cable Trays shall be attached hereto as part of Exhibit
C, and the plans and specifications for the Equipment Space shall be attached
hereto as part of Exhibit D. Licensee warrants that the installation of the
Telecommunications Equipment shall be in strict compliance with Exhibits C and
D. After installation of the Telecommunications Equipment, Licensee shall not
undertake or engage in any structural work, construction, maintenance or repairs without
providing Licensor with thirty (30) days written notice of such proposed work. Licensee
shall submit detailed working plans and shop drawings to Licensor for Licensors
approval, which shall not be unreasonably withheld or delayed.

9.2
All construction, installation, maintenance and repairs shall be completed by a licensed
contractor(s) approved by Licensor in advance and in a workmanlike manner using generally
accepted construction standards. Licensee shall install the Telecommunications Equipment
in a safe and proper manner so as to pose no known hazard to safety of life or property
with respect to persons and property in or about the Building. Licensee shall use properly
licensed personnel for all installation, operation and maintenance of its
Telecommunications Equipment located on the premises.

9.3
Licensee agrees not to commit any waste or allow any waste to be committed within or on
any portion of the Cable Trays, Equipment Space, or in any of the common areas of the
Building and will not injure the Cable Trays or Building but will maintain the Cable Trays
and Equipment Space in a clean, attractive condition and in good repair.

9.4
Prior to commencing any work on the Cable Trays or Equipment Space, Licensee shall obtain
all necessary licenses, permits and consents and provide copies of same to Licensor.
Licensor shall have the right to monitor all such work, at its own expense.

10. Costs

Licensee
shall be responsible for any and all cost, damage or expense arising from the
installation, maintenance, or repair to the Cable Trays, Equipment Space or
Telecommunications Equipment, and any and all cost, damage or expense to the Building or
the property of Licensor or other licensees arising from such installation, maintenance or
repair operations.

11. Taxes and Assessments

During
the License term and any extension hereof, Licensee shall be responsible for the
declaration and payment of any applicable taxes or assessments against the personal
property owned or leased by Licensee located in the Building. Upon receipt of written
request from Licensor, Licensee agrees to provide Licensor with timely evidence
satisfactory to Licensor that all taxes due and payable for Licensees property have
been paid.

12. Governing Law

This
License and the rights and obligations of the parties hereto shall be interpreted,
construed, and enforced in accordance with the laws of the State of Nevada.

13. Laws and Regulations

13.1
Licensee and Licensor agree to comply with all applicable laws, ordinances, rules, and
regulations of any governmental entity or agency having jurisdiction with respect to the
Building. In particular, prior to installation of the Telecommunications Equipment,
Licensee shall provide Licensor written evidence, satisfactory to Licensor in its sole but
reasonable judgment, of the representations and warranties set forth in Section 4.

13.2
The parties acknowledge that the Telecommunications Equipment should emit no amounts of
radiation whatsoever within the Equipment Space. Licensee shall, at Licensees sole
cost, take all measures necessary to insure that no radiation is emitted from such
Telecommunications Equipment and that the Telecommunications Equipment strictly complies
with all laws, rules, regulations, ordinances and codes, whether now or hereafter
existing, of all federal, state and local governmental authorities and that the
Telecommunications Equipment strictly complies with all contractual obligations to which
Licensee is bound in connection with such Telecommunications Equipment, including, without
limitation, regulations of the Federal Communications Commission, the Environmental
Protection Agency, and the Occupational Safety and Health Administration, applicable to
the emission of radiation from active transmission equipment or similar facilities.
Licensee shall also pay promptly when due all royalties or other fees due in connection
with the operation of the Telecommunications Equipment. In the event compliance with this
paragraph shall require modifications or alterations of Telecommunications Equipment or
the Cable Trays, no modification or alteration shall be made without Licensors prior
written consent, which consent may be withheld in Licensors sole judgment or granted
on such terms and conditions as Licensor may determine in its sole judgment.

14. Building Rules

Licensee
will comply with the rules and regulations of the Building as adopted and altered by
Licensor from time to time and will cause all of its agents, employees, invitees and
visitors to do so provided such rules: (i) do not unreasonably and materially interfere
with Licensees conduct of its business; and (ii) do not require payment of
additional moneys. All changes to such rules will be sent by Licensor to Licensee in
writing. The current rules and regulations applicable to Licensees activities in the
Building are attached hereto as Exhibit E and made a part hereof.

15. Maintenance and
Repairs Requiring Cessation of Operations of Telecommunications Equipment

It
is expressly acknowledged and agreed that from time to time it may be necessary for
Licensor to conduct maintenance and repairs upon the communications tower and the Cable
Tray. Licensor shall notify Licensee not less than ten (10) days in advance of any routine
maintenance that would require Licensee to cease transmission activity and other operation
of the Telecommunications Equipment, and Licensor shall provide notice as soon as
reasonably practicable in case of emergency repairs to the communications tower or Cable
Tray. Licensee agrees to cease transmissions or other operations of the Telecommunications
Equipment during such periods of time as may be reasonably necessary to conduct such
maintenance and/or repair the operations. Licensor shall exercise its best efforts to
minimize any interference with Licensees operations of the Telecommunications
Equipment and to schedule such repairs and maintenance during times when it has reason to
believe such repairs and maintenance shall be least disruptive to the operation of
Licensee.

16. Protection of
Telecommunications Equipment

Licensee
acknowledges that interruptions in utility services are not uncommon in facilities such as
the Building and Licensee acknowledges that any sensitive electronic equipment which may
be used in the Cable Trays or Equipment Space will be protected by Licensee from utility
service interruptions through the use of backup power supplies, surge protectors and other
appropriate safety systems. Licensee acknowledges that it has taken all precautionary
steps it deems necessary to protect such Telecommunications Equipment in the Building,
including the acquisition of insurance if applicable. Licensee agrees to indemnify and
hold Licensor harmless from any damages or losses (including indirect or consequential
damages and including attorneys fees) sustained to any of Licensees
Telecommunications Equipment or caused by service interruptions, regardless of whether
such interruptions are attributable in whole or in part to the negligence of Licensor, its
agents or employees. This indemnity is in addition to and not in substitution of any other
indemnity in this License.

17. Security

Security
shall be provided by Licensor in the form of limited access to the Building during other
than Normal Business Hours. Licensor, however, shall have no liability for theft or
burglary, or for damage done by unauthorized persons in the Cable Trays or Equipment Space
unless caused by the gross negligence or willful misconduct of Licensor, its agents,
employees, or invitees and neither shall Licensor be required to insure against any such
losses.

18. Warranty Against
Damage and Interference

18.1
Licensee agrees that Licensees Telecommunications Equipment, and its installation,
maintenance and operation may in no way damage the Building, or interfere with the use of
the Building, or the operation of any other communications devices including those of the
Rio, Licensor, or by other lessees or licensees of the Licensor. If such damage or
interference shall occur, Licensor shall give Licensee written notice thereof and Licensee
shall take immediate action to correct the same within twenty-four (24) hours of receipt
of such notice. Licensor reserves the right to disconnect power to any such
Licensees Telecommunications Equipment if Licensee fails to correct after proper
notification and cure period.

18.2
Licensee agrees to be responsible for any damage caused to the Building, and/or any other
property owned by Licensor or any lessee or licensee of Licensor which may be caused by
Licensee or any of its agents or representatives. Licensee further agrees to keep to a
minimum the number of personnel visiting the Building and the frequency of the visits.

19. Warranty Against
Disruption

During
the term of this Agreement, Licensor will not license or grant permission to use the
Building if such use may in any way adversely affect or interfere with Licensees Use
as defined in Paragraph 4 hereof. In the event of any such adverse effect or interference,
Licensor shall take all steps necessary to immediately correct and eliminate the adverse
effect or interference. Licensor shall not be liable in any manner to Licensee for any
expenses or damages which it may suffer as a result of any such adverse effect or
interference.

20. Relocation of
Telecommunications Equipment

Licensor
reserves the right to require Licensee to relocate the Telecommunications Equipment to
other areas within the Building during the term of this License agreement at
Licensors sole, reasonable discretion. Licensor shall reimburse Licensee for its
reasonable expenses incurred in connection with any such relocation. Should Licensor
request the relocation of Licensees Telecommunications Equipment, Licensor agrees to
allow Licensee reasonable time, not to exceed thirty (30) days for such relocation. If it
is not feasible, in Licensors sole discretion, for Licensor to provide another area
within which to relocate the Telecommunications Equipment, Licensor shall provide sixty
(60) days written notice to Licensee that this License is terminated. Licensor shall not
be liable for damage to Licensees Telecommunications Equipment or theft,
misappropriation or loss thereof.

21. General Access by
Licensee

21.1
Licensor agrees that Licensees authorized representatives shall have access to the
Cable Trays and Equipment Space during Normal Business Hours for the purposes of
installing, maintaining, operating and repairing Telecommunications Equipment, and
Licensor further agrees to give Licensee ingress and egress to the Building spaces during
the term of this agreement. It is agreed, however, that only authorized engineers,
employees or properly authorized contractor, subcontractor, and agents of Licensee, other
authorized regulatory inspectors, or persons under their direct supervision and control
will be permitted to enter the Building spaces, and only upon conditions set forth herein.

21.2
Prior to any entry upon the Building spaces, Licensee shall submit a written request to
Licensor stating the name and company of the person(s) who will enter the Building spaces,
the reason for entry, and the expected duration of the visit.

21.3
Permission for all entries upon the Building spaces (including entries for maintenance
and/or installation) must be received from Licensor in advance, and Licensee agrees to
give Licensor as much advanced notice as possible, but in no event less than 24 hours
notice, unless such entry is of an emergency nature and permission cannot be obtained in a
timely fashion

22. Other General
Responsibilities of Licensee

22.1
Licensee understands that the Equipment Space must be kept locked and secure at all times
and must not be available or open to the public.

22.2
Licensee will not permit unauthorized person or persons with insufficient expertise or
experience to enter Equipment Space and maintain or operate its Telecommunications
Equipment.

22.3
All activities of Licensee initially associated with the construction of the Cable Trays
and the installation of the Telecommunications Equipment shall be performed in such a way
as to reasonable minimize interference with the operation of the Building.

22.4
No monitoring or inspection of Licensees work by Licensor or Licensors
representatives shall be deemed supervision of Licensees employees or shall be
deemed to be a representation or warranty of any particular level of telecommunications
expertise attained by Licensor or Licensors representatives. Licensee shall monitor
and supervise its own employees and shall assume responsibility for the expertise and
quality of its work, and shall not rely upon Licensor for same.

23. General Access of
Licensor

Licensor
shall have the right to enter Licensees Equipment Space during any emergency which
requires entry to Licensees space. Licensor shall have the right to enter
Licensees Equipment Space at other such times as Licensor may require, provided
however, Licensor will try, but not be obligated, to provide prior notice upon such
non-emergency entrance into Licensees Equipment Space.

24. Use of Electrical
Services by Licensee

24.1
Licensee shall be responsible for contracting for and procuring of all electrical
services, if any, which are necessary for its Telecommunications Equipment. Licensor shall
have no obligation whatsoever to provide such services to Licensee.

24.2
Licensee shall pay for all costs of meters, submeters, wiring, risers, transformers,
electrical panels, lighting, air conditioning and other, if any, items required by
Licensor which, in Licensors reasonable judgment, are necessary to accommodate
Licensees design loads and capacities, including, without limitation, the
installation and maintenance thereof. Notwithstanding the foregoing, Licensor may withhold
consent for Licensees installation of any wiring, risers, transformers, electrical
panels, lighting, or air conditioning if, in Licensors reasonable judgment, the same
are not necessary or would cause damage or injury to the Building or cause or create a
dangerous or hazardous condition or entail excessive or unreasonable alterations or
repairs to the Building, or would interfere with or create or constitute a disturbance to
other tenants, licensees or occupants of the Building. In no event shall Licensor incur
any liability for Licensors refusal to install or modify, or for its withholding of
consent for Licensees installation or modification of, any such electrical facility
or equipment.

25. Insurance

25.1
At all times during the term of this agreement Licensee shall maintain in force, at its
expense, workers compensation or other similar insurance, as required by and
pursuant to all applicable state and local statutes.

25.2
At all times during the term of this agreement Licensee shall maintain in force at its
expense, a policy of Commercial General Liability Insurance issued by a company acceptable
to Licensor, and licensed to do business within the State of Nevada, insuring Licensee and
naming Rio, Licensor, agent and any additional parties Licensor is legally obligated to
insure as additional parties insured. Such insurance shall be provided by a policy with a
combined single limit of at least $1,000,000 for injury or death or property damage, with
an umbrella policy providing excess liability coverage of not less than $1,000,000
insuring against the liability of the Licensee arising out of or in connection with its
installation, maintenance, operation and use of the Telecommunications Equipment, and/or
the provision of services at the licensed premises. All public liability and property
damage insurance shall insure Licensees performance of its obligations under the
indemnity provisions of this License. Licensees insurance shall contain provisions
providing that such insurance shall be primary insurance insofar as Licensor and Licensee
are concerned, with any other insurance maintained by Licensor being excess and
non-contributing with the insurance of Licensee required hereunder and providing coverage
for the contractual liability of Licensee to indemnify Licensor pursuant to Section 26.
Licensee shall provide a certificate evidencing such insurance prior to commencement of
any construction pursuant to this agreement and annually thereafter on each anniversary of
the commencement date. Licensor shall have the right to review the adequacy of the limits
of coverage required and make changes it deems necessary.

25.3
Should Licensee engage a contractor or subcontractor, the same conditions applicable to
Licensee under this License apply to each contractor or subcontractor, including but in no
way limited to the indemnity and insurance clauses.

26. Indemnification by
Licensee

26.1
Licensee agrees to indemnify and hold Licensor and Rio harmless from and against any loss,
cost, damage or expense arising out of, or in connection with, Licensees
installation, maintenance, repair or operation of the Telecommunications Equipment, except
for any loss, cost, damage or expense arising in whole or in part from the gross
negligence or willful misconduct of Licensor, its agents or employees. This indemnity is
in addition to and not in substitution of any other indemnity in this License. Licensee
will make any and all repairs necessary in a timely manner. If Licensee does not make
required repairs to Licensors satisfaction within a reasonable time (depending on
the nature of the repair needed) after receiving notice of having actual knowledge of the
need for repair and Licensee has not started such repair within five (5)) working days
after receiving written notice from Licensor, then Licensor will have the right but not
the obligation to perform any such repairs at Licensees sole cost and expense.
Licensee shall on demand pay to Licensor as additional Licensee Fees (i) the cost of such
work plus 30% thereof as administrative costs; plus (ii) interest thereon at the prime
rate plus four percent (4%) per annum from the date of demand.

26.2
    The provisions of this Section 26 shall survive termination of this agreement.

27. Assignment and
Transfers by Licensee

27.1
The License granted herein is personal to Licensee only and is not transferable in any
manner whatsoever. Transfer of this License or the rights granted herein by this License
shall be void and of no force without the express written consent of Licensor, which
consent shall be at Licensors sole discretion.

27.2
Licensee shall not transfer, convey, mortgage, pledge, hypothecate, or encumber
Licensees license interest hereunder or grant any license, concession, or other
right to use any portion of the Cable Trays or Equipment Space without the prior written
consent of Licensor. The prohibitions specified in this Section 27 shall be construed to
include, without limitation, any such prohibited transfers occurring by operation of law.
Any attempt by Licensee to accomplish a transfer prohibited by the provisions of this
License, without having obtained the prior written consent of Licensor thereto shall be
void and of no force or effect and may, at the option of Licensor, constitute a material
default hereunder.

28. Transfers by Licensor

Licensor
shall have the right to transfer and assign, in whole or in part, all its rights and
obligations hereunder and in the Building and property referred to herein, and in such
event and upon such transfer Licensor shall be released from any further obligations
hereunder, and Licensee agrees to look solely to such successor in interest of Licensor
for the performance of such obligations.

29. Termination

29.1
The License granted herein is a revocable license, terminable at any time by Licensor.
Notwithstanding the foregoing, Licensor agrees that it will not exercise its right of
revocation and will not terminate the License during the term specified in Section 2,
except for the following reasons or as specifically provided elsewhere in this agreement:

29.2
Licensor may terminate this agreement upon default of Licensee of any of its obligations
as defined hereafter in Section 33.

29.3
In the event the licensed premises or the Building should, in the reasonable opinion of
Licensor, become unsuitable for use by Licensee at any time during the term of this
agreement for any reason, including, but not limited to, fire, other casualty, enemy
action, the elements, act of God, action of law, governmental regulation or eminent
domain, Licensor shall not be required to restore the licensed premises or the Building so
as to permit resumption of operation by Licensee, nor shall Licensor be required to
furnish Licensee with a substitute site for its operations. Subject to sooner termination
pursuant to Section 33, in the event of such unsuitability, this License may be terminated
by either party by giving written notice to the other, specifying the date of termination,
such notice to be given within thirty (30) days following such partial destruction, and
not less than thirty (30) days prior to the termination date specified in such notice.
Should the licensed premises, or any essential part of such licensed premises be totally
destroyed by fire or other casualty or should Licensor exercise its right to demolish the
premises, or should the entire Building be taken by eminent domain, this License shall
immediately terminate.

29.4
In the event that Licensors interest in the Cable Tray and the Equipment Space is
conveyed or transferred during the term hereof to any party, such conveyance or transfer
shall include the assumption of the obligations of this License by the grantee or
transferee. Licensor shall notify Licensee in writing as soon as possible prior to the
conveyance or transfer and notwithstanding anything in this License to the contrary, this
License and all of Licensees rights hereunder shall terminate simultaneously with
the sale of Licensors interest if grantee does not desire to assume the obligations
of this License; provided, however, that the obligations of Licensee to remove its
Telecommunications Equipment and restore the premises shall survive such termination.

30. Removal of
Telecommunications Equipment / Holding Over / Restoration

30.1
Licensee shall have 5 days after the expiration or earlier termination of this License in
which to remove its Telecommunications Equipment from the Cable Tray and Building and to
restore the Building and Cable Tray to their original condition. If it shall not do so
within such period, it shall be deemed to have abandoned such Telecommunications Equipment
and the same shall become the property of Licensor for Licensor to use, remove, destroy or
otherwise dispose of at its discretion and without responsibility for accounting to
Licensee therefor.

30.2
If Licensees Telecommunications Equipment remains at the Building after the
expiration or earlier termination of this agreement without specific prior written
approval from Licensor, Licensee shall, throughout the entire holdover period, pay to
Licensor license fees equal to 200% of the license fee in effect immediately prior to the
expiration or termination of this agreement. If any of Licensees Telecommunications
Equipment shall remain at the licensed premises for more than 5 days after the expiration
or sooner termination of the License, such Telecommunications Equipment shall be deemed to
be abandoned by Licensee and shall become the sole property of Licensor, and Licensor
shall not be required to pay Licensee the value thereof.

31. Mechanics Liens

Licensee
shall timely pay its bills and shall promptly discharge any mechanics or
materialmans lien, in accordance with the laws of the jurisdiction in which the
Building is located, which may be filed against the Building, due to any work performed by
or on behalf of Licensee or any materials or equipment supplied to Licensee or its
contractors in connection with the installation, operation, maintenance, repair or removal
of any of the Telecommunications Equipment. If such a lien is filed, Licensee will
discharge the lien by payment or otherwise bond it off, at Licensees option, within
ten (10) days after filing. If any such lien is not discharged or bonded off, then
Licensee shall be in default and Licensor may immediately terminate this License, in which
case Licensor shall be entitled to recover from Licensee any and all damages and be
awarded any and all relief, in both law and equity, as a result of such default.

32. Waiver of Subrogation
Rights

To
the extent allowable under the laws and regulations governing the writing of insurance
within the State of Nevada, Licensor and Licensee each release the other and their
respective agents and employees from all liability to each other, or anyone claiming
through or under them, by way of subrogation or otherwise, for any loss or damage to
property caused by or resulting from risks insured against under this License, pursuant to
insurance policies carried by the parties which are in force at the time of the loss or
damage. Licensor and Licensee will each request its insurance carrier to include in
policies provided pursuant to this License an endorsement recognizing this waiver of
subrogation. The waiver of subrogation endorsement need not be obtained if it incurs an
additional cost for the affected policy, unless following written notice, the other party
elects to pay that additional cost to obtain the waiver of subrogation endorsement. This
section shall survive termination of this agreement.

33. Events of Default

33.1
The following events shall be deemed to be events of default by Licensee under this
License: (i) Licensee shall fail to pay any license fees or other sum of money when due
hereunder and such failure shall continue for a period of ten (10) business days after
receipt of written notice from Licensor of such failure; (ii) Licensee shall fail to
comply with any provision of this License or any other agreement between Licensor and
Licensee not requiring the payment of money, all of which terms, provisions and covenants
shall be deemed material and such failure shall continue for a period of ten (10) days
after written notice of such default is delivered to Licensee, provided, however, if such
condition cannot reasonably be cured within such ten (10) day period, it instead shall be
an event of default if Licensee shall fail to commence to cure such condition within such
ten (10) day period and/or shall thereafter fail to prosecute such action diligently and
continuously to completion within thirty (30) days of the date of Licensors notice
of default; (iii) the license hereunder granted shall be taken on execution or other
process of law in any action against Licensee; (iv) Licensee shall become insolvent or
unable to pay its debts as they become due, or Licensee notifies Licensor that it
anticipates either condition; (v) Licensee takes any action to, or notifies Licensor that
Licensee intends to file a petition under any section or chapter of the United States
Bankruptcy Code, as amended from time to time, or under any similar law or statute of the
United States or any State thereof; or a petition shall be filed against Licensee under
any such statute; or Licensee or any creditor of Licensee notifies Licensor that it knows
such a petition will be filed; or Licensee notifies Licensor that it expects such a
petition to be filed (but such events shall constitute an event of default under this
License only to the extent permitted by law); or (vi) a receiver or trustee shall be
appointed for Licensees license interest in the Cable Trays or for all or a
substantial part of the assets of Licensee.

33.2
Upon the occurrence of any event or events of default by Licensee, whether enumerated in
this Paragraph 33 or not, Licensor shall have the option to pursue any remedies available
to it at law or in equity without any additional notices to Licensee [except for such
notice expressly required by Subparagraph 33.1] or demand for possession whatsoever.
Licensors remedies shall include but not be limited to the following: (i) terminate
this License in which event Licensee shall immediately surrender the Cable Trays and
Equipment Space to Licensor; (ii) terminate Licensees right to use the Cable Trays
and Equipment Space and reenter and take possession of the Cable Trays and Equipment Space
(without terminating this License); (iii) enter upon the Cable Trays and Equipment Space
and do whatever Licensee is obligated to do under the terms of this License; and Licensee
agrees to reimburse Licensor on demand for any reasonable expenses which Licensor may
incur in effecting compliance with Licensees obligations under this License, and
Licensee further agrees that Licensor shall not be liable for any damages resulting to
Licensee from such action; (iv) terminate electrical power to Licensees
Telecommunications Equipment with five (5) days prior written notification as a matter of
recourse on past-due license fee payments; and (v) exercise all other remedies available
to Licensor at law or in equity, including, without limitation, injunctive relief of all
varieties.

33.3
Licensor shall be in default hereunder in the event Licensor has not begun and pursued
with reasonable diligence the cure of any failure of Licensor to meet its obligations
hereunder within ten (10) days of the receipt by Licensor of written notice from Licensee
of the alleged failure to perform. In no event shall Licensee have the right to terminate
or rescind this License as a result of Licensors default as to any covenant or
agreement contained in this License. Licensee hereby waives such remedies of termination
and rescission and hereby agrees that Licensees remedies for default hereunder and
for breach of any promise or inducement shall be limited to a suit for damages and/or
injunction. In addition, Licensee hereby covenants that, prior to the exercise of any such
remedies, it will give the mortgagees holding mortgages on the Building notice and a
reasonable time to cure any default by Licensor.

34. No Implied Waiver

The
failure of Licensor to insist at any time upon the strict performance of any covenant or
agreement herein or to exercise any option, right, power or remedy contained in this
License shall not be construed as a waiver or a relinquishment thereof for the future. No
payment by Licensee or receipt by Licensor of a lesser amount than the monthly installment
of license fees due under this License shall be deemed to be other than on account of the
earliest license fees due hereunder, nor shall any endorsement or statement on any check
or any letter accompanying any check or payment as license fees be deemed an accord and
satisfaction, and Licensor may accept such check or payment without prejudice to
Licensors right to recover the balance of such license fees or pursue any other
remedy in this License provided.

35. Force Majeure

Whenever
a period of time is herein prescribed for the taking of any action by Licensor, Licensor
shall not be liable or responsible for, and there shall be excluded from the computation
of such period of time, any delays due to strikes, riots, acts of God, shortages of labor
or materials, war, governmental laws, regulations or restrictions, or any other cause
whatsoever beyond the control of Licensor.

36. Merger of Estates

This
instrument is a license and not a lease. Licensee expressly agrees that it does not and
shall not claim at any time any interest or estate of any kind or extent whatsoever in the
Building by virtue of the rights granted under this License or its occupancy or use under
this License.

37. No Partnership

Nothing
in this License shall be construed to create a partnership or joint venture between
Licensor and Licensee or any other relationship other than as Licensor and Licensee; nor
shall Licensee in any manner act or indicate to any third party that it is acting as agent
of the Licensor.

38. Invalidity

If
any term or provision of this License, or the application thereof to any person or
circumstance shall, to any extent, be invalid or unenforceable, the remainder of this
License, or the application of such term or provision to persons or circumstances other
than those as to which it is held invalid or unenforceable, shall not be affected thereby,
and each term and provision of this License shall be valid and enforced to the fullest
extent permitted by law.

39. Commissions

Licensee
hereby indemnifies and holds Licensor harmless against any loss, claim, expense or
liability with respect to any commissions or brokerage fees claimed on account of the
execution and/or renewal of this License or expansion of the Cable Trays or Equipment
Space hereunder, if applicable, due to any action of Licensee.

40. Time of Performance

Except
as expressly otherwise herein provided, with respect to all required acts of Licensee,
time is of the essence of this License.

41. Effect of Delivery of
This License

Licensor
has delivered a copy of this License to Licensee for Licensees review only, and the
delivery hereof does not constitute an offer to Licensee or option. This License shall not
be effective until a copy executed by both Licensor and Licensee is delivered to and
accepted by Licensor, and this License has been approved by Rio.

42. Entire Agreement

This
License embodies the entire agreement between the parties hereto with relation to the
transaction contemplated hereby, and there have been and are no covenants, agreements,
representations, warranties or restrictions between the parties hereto with regard thereto
other than those specifically set forth herein.

43. Modifications

Any
modification of this License or any additional obligations assumed by either party in
connection with this License shall be binding only if evidenced in writing, signed by each
party.

44. Recordation

Licensee
agrees not to record this License or any memorandum thereof unless required by
governmental action or franchise agreement. In the event that recordation is so required,
Licensee agrees to promptly provide Licensor with a copy of this License so recorded and
to, promptly upon termination of this License, join with Licensor in executing and
recording a notice of termination in the appropriate real property records. In the event
that Licensee fails to execute such a notice within ten (10) days of such termination,
Licensee shall have the right to execute and record such a notice and such notice shall be
deemed to be as effective as if executed by Licensee.

45. Remedies

In
addition to the remedies provided herein for failure to comply with any of the specific
terms and conditions of this License, nothing herein shall in any way limit any right of
Licensor or Licensee to pursue legal remedies in any court for damages to it, including
attorneys fees, resulting from actions by Licensee or Licensor.

46. Costs and
Attorneys Fees

If,
by reason of any default on the part of the Licensee, it becomes necessary to employ an
attorney, or in the case Licensor shall bring suit to recover any License Fees due
hereunder or for breach of any portion of this License, or if Licensee shall bring any
action for relief against Licensor arising out of this License, the prevailing party in
such action shall be entitled to reasonable attorneys fees and costs.

47. Notice

47.1
All notices, demands, requests, or other communications which are required to be given,
served, or sent by one party to the other pursuant to this License shall be in writing,
and shall be mailed, postage pre-paid, by registered or certified mail, or by a reliable
overnight courier service with delivery verification, addressed as follows:

| |                                                                                                                                                                                                            
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | If to Licensor to:
Marnell Corrao Associates, Inc.
222 Via Marnell Way
Las Vegas, Nevada 89119
If to Licensee to:
Jason Neiberger
SkyBridge Wireless
6565 Spencer Street, Suite 205
Las Vegas, Nevada 89119

47.2
Each notice, demand, request, or communication which is mailed or delivered in the manner
described above shall be deemed sufficiently given, served, sent or received for all
purposes at such time as it is delivered to the addressee first named above for each party
(with the return receipt of verification of delivery being deemed conclusive evidence of
such notice), or at such time as delivery is refused by addressee upon presentation.

47.3
Either party may designate by notice in writing a new address and/or individual to which
any notice, demand, request or communication made thereafter shall be so given, served or
sent.

48. Execution of License

IN WITNESS WHEREOF, the parties have
executed this License as of the day and year first above written. The parties hereto
further certify that the persons signing this License agreement are duly authorized to do
so.

|                                                                                                                                                                                                                                                                          |                                                                                    
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------
|LICENSOR:                        
Marnell Corrao Associates, Inc.  
BY: /s/ Marnell Corrao Associates, Inc. 
TITLE:____________________Consents and Approvals
                                 
Rio Properties, Inc.
BY:/s/ Rio Properties, Inc.
TITLE:__________________ | LICENSEE
         SkyBridge Wireless, LLC.
BY: /s/ Jason Neiberger
TITLE: President

TELECOMMUNICATIONS
LICENSE AGREEMENT

TELECOMMUNICATIONS
EQUIPMENT

EXHIBIT A

TELECOMMUNICATIONS LICENSE
AGREEMENT

EQUIPMENT SPACE FLOOR
PLAN

EXHIBIT B

TELECOMMUNICATIONS
LICENSE AGREEMENT

PLANS AND SPECIFICATIONS

EXHIBIT C

TELECOMMUNICATIONS LICENSE
AGREEMENT

PLANS AND
SPECIFICATIONS  EQUIPMENT SPACE

EXHIBIT D

TELECOMMUNICATIONS
LICENSE AGREEMENT

BUILDING RULES

EXHIBIT E

# ANTENNAS:

All antennas shall be physically and
securely mounted to an assigned mount, which is part of the supporting I beam
located on the rooftop. Antennas are to be mounted in an absolute vertical position (zero
degrees tilt). This does not apply to microwave type antennas. Each antenna shall be
securely grounded to the provided halo ground bus that surrounds the I beam, with #8
minimum copper wire. A weatherproof covering or sealant shall be used to cover the exposed
copper wire and bugs. Each antenna shall be permanently marked or tagged with a
weatherproof tag or marking. Each antenna shall be identified and associated with the user
and users location in the equipment room (i.e. Equipment Space No. 4; Cable No.1).
If insulated wire is used for grounding, code requires that the color green be used.

# TRANSMISSION LINE:

All transmission line
installed on the premises shall be of the 100% shielded type, i.e., SuperFlex (inside
equipment room), Solid Foam LDFtype cable used in exterior applications to connect to
antennas on the rooftop. Each transmission line that goes between the equipment room and
rooftop shall be permanently identified at each end as such: EquipmentSpace
Designation and Transmission Line Number. Example, 4-1 (Equipment Space No. 4,
and cable number 1).

# EQUIPMENT:

All radio transmitter/repeater/base
station equipment shall be of communication industrys standards for use on high RF
density radio communications environments. This is to include both fully shielded
transmitters and fully shielded receivers. There shall be a minimum of dual isolators and
associated harmonic filter used on all transmitters. Combiner isolators and filters, in a
combining scheme, may meet these requirements. NO MOBILE TYPE EQUIPMENT SHALL BE USED
IN THE BUILDING (AT THE RIO HOTEL SITE).All equipment racks and radio equipment shall
be securely mounted and braced to withstand building movement in the event of an
earthquake. ABSOLUTELY NO HOLES ARE TO BE DRILLED INTO THE CONCRETE FLOOR. The
concrete floor is constructed using stress cables. A damaged stress cable will weaken the
floor and cause the risk of floor failure.

# RFP POWER LEVELS:

Transmit output power levels shall
not exceed 100 watts rf and effective radiated power shall not exceed 300 watts RF unless
specifically approved by Marnell Corrao Associates, Inc. management.

# ANTENNA SYSTEMS:

As much as possible, the use of
common receiver multi couplers and transmit combining shall be used to minimize the number
of antennas in total use. Users are encouraged to use dual and triple antennas to conserve
antenna space. Each unused antenna shall be terminated into a dummy load of the proper
impedance match for the respective antenna.

# GROUNDING:

All Equipment Racks and Base Station
Equipment shall be securely and electrically connected to the equipment room halo ground
bus, located approximately 2/3 from the floor, and surrounding the entire equipment room.
Minimum #8 copper wire shall be used for this purpose. Solid electrical connections shall
be made using electrical bugs and lugs. All grounding wire used
for this purpose shall be green in color. Motorola R-56 standards shall be adhered to in
all equipment and antenna grounding work.

# DOCUMENTATION &
INSPECTIONS:

Detailed documentation shall be to
Marnell Corrao Associates, Inc. and also maintained at the site by each user, showing the
system diagrams for each and all equipment used and all engineering calculations used to
identify effective radiated power levels. Documentation shall include floor layout plans,
antenna locations, ac power demands, and equipment heat dissipation. Receive systems shall
also be shown in this documentation. Up to date records and access to these records shall
be made available for site inspection.

# HOUSEKEEPING:

The entire facility shall be kept
free of dirt and debris. This includes the rooftop. Dust and dirt are a detriment for
everyone. Every individual shall be responsible to keep his or her area clean. Storage of
parts shall be maintained in an orderly manner, such as in a cabinet.

It is intended that this site be a
showpiece and premier site. Everyone is asked to do their part to keep it this way.

TELECOMMUNICATIONS
LICENSE AGREEMENT

EMERGENCY NOTICE
DIRECTORY

EXHIBIT F

|                                                                                                                                                              |                                                                                                                                                                                                                                                                                   
|------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|IF TO LICENSOR
         to:      
                  
                  
                  
                  
                  
IF TO LICENSEE:
         to: | Marnell Corrao Associates, Inc.
222 Via Marnell Way
Las Vegas, Nevada   89119
Kendra Wright
Office:  (702) 739-2900
Mobile: (702) 497-1122
SkyBridge Wireless
6565 Spencer Street, Suite 205
Las Vegas, Nevada 89119
Jason Neiberger
Office: (702) 897-8704
Mobile: (702) 499-4032