Filed by Automated Filing Services Inc. (604) 609-0244 - Gilder Enterprises, Inc. - Exhibit 10.9






Gilder Enterprises, Inc. 



2300 West Sahara Avenue, Suite 500, Las Vegas, Nevada, USA 89102



April 1, 2004



PRIVATE AND CONFIDENTIAL


 Michael Tan, President

  5G Wireless Communications Pte Ltd. 

  Penthouse Level, SunTec Tower 3 

  8 Temasek Boulevard 

  Singapore 038988 


Dear Michael:


 Re: JV Agreement, Ongoing Technical and Operations Expertise



Under our JV Agreement of May 25, 2003, it was contemplated that 5G would provide ongoing technical and operations expertise –


 “ ... through the services of Dennis Tan as Chief
  Technology Officer and Hsien Wong as User Support Manager, both of whom will
  be employed directly by the JV entities under employment contracts. Initially,
  it is expected that said employment will be on a permanent part-time basis.”
  (JV Agreement §3.07). 


Operational considerations require that we revisit how this will be accomplished.


 In this regard, this letter documents our agreement as follows.

	1.	 Hsien Wong Replacement
        – For personal reasons, Hsein Wong has had to move back to Singapore
        permanently. 5G has proposed that Cyril Sacault will provide the services
        heretofore to have been provided by Hsein Wong. This letter acknowledges
        our acceptance of this staffing change. 

	 	 	 	 
	2.	Consulting Arrangement
        – On February 1, 2004, Nex Connectivity Solutions Inc., our Canadian
        JV entity, entered into an Internet Services Agreement with the Empire
        Landmark Hotel which is located in Vancouver, BC. The ongoing technical
        and operations work to service this hotel property is a permanent part-time
        monthly staffing commitment estimated to be at most 1/4 of a person-month
        (and likely more in the order of 1⁄2 that amount). 

       Until such time as the JV’s staffing requirements
        are closer to being full-time, you have proposed that the services Dennis
        and Cyril were to have provided directly as employees of the JV will instead
        be provided on a fixed monthly fee basis by Nexgen Consulting Inc. of
        Vancouver, BC (originally incorporated as 683483 B.C. Ltd.), which is
        an affiliate of 5G, (subject always to the understanding that all of our
        JV’s ongoing technical and operations requirements will be met within
        timelines appropriate for the 24 x 7 nature of our Internet services business,
        and relying exclusively upon the services of Dennis Tan and Cyril Sacault).
      

      In this regard, it is agreed that: 

      
	 	 	 	 
	 	•	Dennis and Cyril will be employed by Nexgen Consulting
      Inc.
	 	•	Either Dennis or Cyril or both, as appropriate,
      will be available, either on-call or in person as the circumstances may
      require, 24 hours a day x 7 days a week, to deal with all JV related ongoing
      technical and operations requirements. 
	 	•	Consulting fees for these services, payable to
      Nexgen Consulting Inc., will be: 
	 	 	a.	 Ongoing services – $1,000 per month for up
        to two “standard” hotel properties or equivalent (where a
        “standard” property is understood to be between 250 and 400
        rooms, where all meeting rooms and the hotel lobby and approx 20% of the
        rooms are serviced for Internet access), notwithstanding the actual time
        spent.

	 	 	b.	 Network installation – $1,000 per installation
        for project management, assuming a “standard” hotel property
        installation (as defined above). 







 

	 	•	5G will ensure that all compensation due to Dennis Tan and Cyril Sacault
      for services provided is promptly paid to them. 


 Michael, I trust that this adequately covers the points of
  agreement between us. Please acknowledge your acceptance of the above by signing
  where indicated below. 

 Yours sincerely,

 /s/ Joseph G. Bowes 

Joseph G. Bowes 


Acknowledged and accepted this 1st day of April	, 2004.



 	 	5G WIRELESS COMMUNICATIONS PTE LTD.


 /s/ Michael Peh Hin Tan

  Per: Michael Peh Hin Tan, President 

  Authorised signatory 

 

  

	GILDER 

      ENTERPRISES 	Page 2