<PAGE>

XXXXX INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT
WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED.

                                                                    Exhibit 10.7

                          STRATEGIC ALLIANCE AGREEMENT

         This Strategic Alliance Agreement (the "Agreement") is entered into as
of the 5th day of January 2004 ("Effective Date"), by and between ThinKom
Solutions Inc., a California Corporation ("ThinKom"), and Gigabeam Corporation,
a Delaware Corporation ("Gigabeam").

                                    RECITALS

         WHEREAS, Gigabeam and ThinKom wish to enter into a strategic alliance
to enable Gigabeam to design, manufacture and market a commercial point-to-point
terrestrial wireless communications system (the "Product") utilizing a frequency
range of 71 GHz through 76 GHz and 81GHz through 86 GHz which incorporate
ThinKom's antenna component technologies that lead the market in performance and
are the most cost effective to produce in the marketplace (the "Antenna
Module"); and

         WHEREAS, ThinKom will produce for Gigabeam Antenna Module research and
development, and Antenna Modules to be incorporated into Gigabeam's Product.

                                    AGREEMENT

         NOW, THEREFORE, the parties agree as follows:

1.       Responsibilities of Parties

         1.1      Gigabeam

                  Gigabeam shall perform the following duties during the term of
                  this Agreement:

                  1.1.1    Designate a Chief Technical Officer ("CTO") and Vice
                           President or Director of Engineering to be the
                           program manager to interface with ThinKom for the
                           Antenna Module.

                  1.1.2    Provide a Antenna Module Plan to be mutually agreed
                           and attached hereto as Exhibit A which shall be
                           amended in the future to accommodate product design
                           changes and as new products are developed.

                  1.1.3    Provide Antenna Module design schematics to be
                           mutually agreed and attached hereto as Exhibit B
                           which shall be amended in the future to accommodate
                           product design changes and as new products are
                           developed.

                  1.1.4    Provide Antenna Module Description and Minimum
                           Performance Specifications to be mutually agreed and
                           attached hereto as Exhibit C which shall be amended
                           in the future to accommodate product design changes
                           and as new products are developed.

                                  Page 1 of 17
<PAGE>


                  1.1.5    Place Purchase Lot Orders for Antenna Modules with
                           ThinKom including a commitment to a Minimum Purchase
                           Lot order as specified in Exhibit D attached hereto
                           with down payments of XXXXX percent (XXXXX%) to be
                           made by Gigabeam prior to ThinKom's start of Antenna
                           Module product development or manufacturing
                           (estimated to be at least XXXXX but preferably XXXXX
                           prior to delivery by ThinKom to Gigabeam of the first
                           Purchase Lot Orders with this period to be reduced to
                           XXXXX for subsequent repeat Purchase Lot Orders of
                           previously developed Antenna Module products).

                  1.1.6    Pay ThinKom a License Fee as specified in Section 10.

                  1.1.7    Pay ThinKom a Antenna Manufacturing Fee as specified
                           in Section 10 upon cessation of payment of the
                           License Fee upon the occurrence of the Acquisition
                           Event specified in Section 10.

         1.2      ThinKom

                  ThinKom shall perform the following duties, on a work-for-hire
                  basis, during the term of this Agreement:

                  1.2.1    Perform Antenna Module product development as more
                           fully described herein. ThinKom will designate a
                           Program manager for Gigabeam's representatives to
                           interface with for the design and development program
                           and if appropriate a production manager for
                           Gigabeam's representative to interface with for
                           manufacturing operations.

                  1.2.2    Assist and provide facilities and support as
                           described herein for the development, design,
                           manufacture and testing of Antenna Modules. This will
                           include access to ThinKom's subcontractors by
                           Gigabeam, including the manufacturing subcontractors.

                  1.2.3    Perform the work specified in Exhibit A hereto
                           (Antenna Module Plan), and Exhibit B hereto (the
                           Schematics), and to meet the provisions as outlined
                           in Exhibit C attached hereto (Description and Minimum
                           Specifications).

                  1.2.4    Perform manufacturing of the Antenna Modules to meet
                           Purchase Lot commitments by Gigabeam including the
                           Minimum Purchase Lot commitments pursuant to Section
                           1.1.5.

                  1.2.5    Team where desirable or necessary with other third
                           party companies identified by Gigabeam to improve the
                           design, performance, manufacturability and reduce the
                           cost of the Antenna Modules and overall Gigabeam
                           Product cost.

                                  Page 2 of 17
<PAGE>


                  1.2.6    Perform testing for quality control and debugging as
                           necessary and appropriate of any Antenna Modules
                           prior to assembly, delivery to Gigabeam or returned
                           for service.

                  1.2.7    Provide appropriate reports, drawings, source codes,
                           reviews and updates of the project schedule, actual
                           costs incurred, commitments to third parties, raw
                           material inventories, work in process inventories,
                           finished good inventories and budget through
                           completion of the Program Plan on a bi-weekly basis
                           as such material becomes available.

2.       Financing Required Prior to Commencement Of Work

         Commencement of work by ThinKom, payments to ThinKom under the Program
         Plan and any other payment by Gigabeam is subject to the successful
         close of financing by Gigabeam. If financing is not obtained by
         Gigabeam, this Agreement shall terminate without liability to either
         party pursuant to Section 4.b. below.

3.       Payments

         3.1      Gigabeam shall pay ThinKom for amounts due for Purchase Lots
                  including down payments pursuant to Section 1.1.5 and Section
                  11, License Fees pursuant to Section 1.1.6 and Section 10 and
                  Antenna Manufacturing Fees pursuant to Section 1.1.7 and
                  Section 10.

         3.2      Gigabeam shall pay ThinKom additional amounts for any
                  additional work and items to be mutually agreed and budgeted
                  in advance and approved in writing utilizing Purchase Orders
                  issued by Gigabeam or by Amendments to this Agreement.

4.       Term and Termination.

         This Agreement shall be effective as of the Effective Date and shall
         continue for a minimum five year term from the date hereof and will
         automatically extend on a year by year basis thereafter provided
         Gigabeam satisfies its Minimum Purchase Lot commitments, payments of
         License Fees and Payments of Manufacturing Fees as set forth in
         Sections 1.1.5, 1.1.6, 1.1.7, 10 and Exhibit D with Minimum Purchase
         Lot commitments for each year of extension of the Agreement to be the
         same as the minimum purchase commitment for the preceding year or as
         may be mutually agreed provided, however, that the Agreement may be
         terminated for any of the following reasons:

         a.)  Nonperformance by either party of the terms and conditions of this
              Agreement and failure to cure within 30 days of written notice
              from the other party;

         b.)  Failure to close on financing by Gigabeam within 120 days from the
              Effective Date hereof;

                                  Page 3 of 17
<PAGE>


         c.)  Insolvency, bankruptcy or reorganization under bankruptcy laws, or
              assignment for the benefit of creditors of either party; or

         d.)  Mutual agreement of both parties to terminate.

         The termination of this Agreement does not suspend the obligation of
         the parties with respect to confidentiality and proprietary
         information.

5.       License Agreement Between Gigabeam and ThinKom

         Gigabeam and ThinKom will agree to cross license Technology on the
         terms described below, and such other terms and conditions as may be
         mutually agreed upon by the parties in writing.

         5.1.     License Grant to Gigabeam: ThinKom will grant to Gigabeam a
                  worldwide, exclusive, perpetual, right and license to use,
                  market, distribute, sell and otherwise commercialize the
                  Technology as developed by ThinKom within the Radio Frequency
                  Communications field (the "Licensed Field"). For purposes of
                  this Agreement, "Technology" means all component technologies
                  and combinations thereof into an Antenna Module and any
                  improvements thereto within the scope of this Agreement.
                  "Radio Frequency" or "RF" means any frequency that is or can
                  be used for commercial point-to-point wireless communications
                  in the frequency range of 71 GHz through 76 GHZ, 81GHz through
                  86 GHz. "Communications" shall include transmissions of any
                  form of simple keying or modulated digital signals including,
                  voice, data, video and holograms for terrestrial applications.

         5.2      License Grant to ThinKom: Gigabeam will grant to ThinKom a
                  worldwide, exclusive, perpetual, right and license to use,
                  market, distribute, sell and otherwise commercialize the
                  Technology outside of the Licensed Field developed under the
                  scope of this Agreement and owned by Gigabeam or jointly
                  developed and owned by Gigabeam and ThinKom.

         5.3      Ownership of Technology and Intellectual Property: ThinKom
                  will remain the owner of any Technology previously developed
                  by ThinKom. Gigabeam will remain the owner of any Technology
                  previously developed by Gigabeam. Any enhancements or
                  improvements to the Technology ("Improvements") reduced to
                  practice or writing by one or more employees, consultants or
                  sublicensees of Gigabeam will be owned by Gigabeam. Any
                  Improvements reduced to practice or writing by one or more
                  employees, consultants or sublicensees of ThinKom will be
                  owned by ThinKom. Any Improvements reduced to practice or
                  writing jointly by one or more employees, consultants or
                  sublicensees of Gigabeam and ThinKom, will be owned jointly by
                  Gigabeam and ThinKom.

         5.4      Maintenance and Enforcement of Intellectual Property Rights:
                  ThinKom will be responsible for and will, at its expense
                  prepare, file, prosecute and maintain the patents and other
                  intellectual property rights relating to the Technology and
                  any Improvements which it owns which are developed under the
                  scope of this Agreement. Gigabeam will be responsible for and
                  will, at its expense prepare, file, prosecute and maintain the
                  patents and other intellectual property rights relating to the
                  Technology and any Improvements which it owns or jointly owns
                  with ThinKom which are developed under the scope of this
                  Agreement.

                                  Page 4 of 17
<PAGE>


         5.5      Technology Escrow. ThinKom agrees during the term of this
                  Agreement to create and maintain current copies of any
                  technical drawings or other technical documents relating to
                  the design and specifications of the Antenna Module developed
                  under this Agreement (such copies the "IP Materials"). Within
                  90 days after the Effective Date, ThinKom will enter into
                  binding contractual arrangement with a commercial escrow agent
                  mutually agreeable to the Parties (the "Escrow Agent")
                  according to which the Escrow Agent will agree (i) to hold and
                  safeguard the escrowed IP Materials during the term of this
                  Agreement, and (ii) to release a copy of such escrowed IP
                  Materials to Gigabeam if and when ThinKom enters into
                  bankruptcy, liquidates or winds up its business during the
                  term of this Agreement. Gigabeam acknowledges that the Escrow
                  Agent will not be authorized to deliver or otherwise provide
                  access to the escrowed IP Materials other than as described
                  above.

                  Subject to the delivery to Gigabeam of the escrowed IP
                  Materials in accordance with this Section 5.5, ThinKom hereby
                  grants to Gigabeam a non-exclusive, worldwide, royalty-bearing
                  right and license under any Intellectual Property Rights of
                  ThinKom to use such escrowed IP Materials for any purpose in
                  the Field of Exclusivity if provided to Gigabeam as
                  contemplated in this Section 5.5. Such license will continue,
                  notwithstanding any termination of this Agreement, until the
                  date upon which the then-current four year initial term or one
                  year renewal terms under Section 4, as the case may be, would
                  have expired.

                  In consideration for the foregoing license grant, for so long
                  as Gigabeam makes use of ThinKom's Antenna Module product
                  designs or any other form of ThinKom IP, Gigabeam agrees to
                  pay to ThinKom, any License Fees normally payable under this
                  Agreement as if ThinKom had not wound up or liquidated its
                  business but with such Fees payable to be net of any
                  incremental costs incurred by Gigabeam required to provide for
                  a continued supply of Antenna Modules to Gigabeam. GigaBeam
                  shall pay such License Fees, net of any incremental costs, on
                  a quarterly basis in arrears, which payments shall each be due
                  within XXXXX following the end of the XXXXX.

6.       Confidentiality.

         6.1      Obligation. Each party agrees to treat all non-public written
                  and oral information communicated to it by the other party in
                  connection with the activities contemplated by this Agreement
                  ("Confidential Information"), including the existence or
                  nature of their discussions, as confidential, and neither
                  party will use or disclose such Confidential Information for
                  purposes other than the activities contemplated by this
                  Agreement; provided however that Gigabeam and ThinKom may
                  disclose such Confidential Information for the purposes of
                  obtaining financing.

                                  Page 5 of 17
<PAGE>


         6.2      Exceptions. Confidential Information will not include
                  information that (i) the receiving party independently
                  developed (as shown by documentary evidence) or obtained from
                  a source not under an obligation of confidentiality to the
                  disclosing party, (ii) is or becomes publicly available
                  through no act or omission of the receiving party, (iii) the
                  receiving party receives the prior written consent of the
                  disclosing party to disclose, or (iv) the receiving party is
                  required by law to disclose; provided the receiving party
                  promptly notifies the disclosing party and cooperates with the
                  disclosing party to protect the confidentiality of the
                  Confidential Information before any tribunal or governmental
                  agency; provided that only the specific Confidential
                  Information that meets the exclusion shall be excluded and not
                  any other Confidential Information that happens to appear in
                  proximity to such excluded portion (for example, a portion of
                  a document may be excluded without affecting the confidential
                  nature of those portions that do not themselves qualify for
                  exclusion). The burden of proving these exceptions shall rest
                  with the receiving party.

         6.3      Termination of Agreement. Upon termination of this Agreement,
                  at the request of the disclosing party, the receiving party
                  will return all copies of the other party's Confidential
                  Information, or certify to the other party in writing that all
                  copies of the other party's Confidential Information have been
                  destroyed. The parties agree that any breach or threatened
                  breach of this Section 6 by a receiving party would cause not
                  only financial harm, but irreparable harm to the disclosing
                  party and that money damages will not provide an adequate
                  remedy. In the event of a breach or threatened breach of this
                  Section 6 by a receiving party, the disclosing party shall, in
                  addition to any other rights and remedies it may have, be
                  entitled to an injunction (without the necessity of posting
                  any bond or surety) restraining the receiving party from
                  disclosing or using, in whole or in part, any Confidential
                  Information.

7.       Limitation of Liability.

         IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY LOSS OF
         PROFITS OR OTHER INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, OR
         CONSEQUENTIAL DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE
         POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL EITHER PARTY BE LIABLE
         TO THE OTHER FOR CLAIMS OR DEMANDS BROUGHT AGAINST THE OTHER PARTY BY A
         THIRD PARTY UNDER THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED
         OF THE POSSIBILITY OF SUCH DAMAGES.

         GIGABEAM'S LIABILITY TO THINKOM, IN THE EVENT OF TERMINATION PURSUANT
         TO SECTION 4 AND PROVIDED THINKOM IS NOT IN BREACH OF THIS AGREEMENT,
         SHALL INCLUDE BUT NOT EXCEED THE AMOUNT DUE AND OWING UNDER THIS
         AGREEMENT TO THINKOM BY GIGABEAM FOR WORK PERFORMED AND DELIVERED BY
         THINKOM TO GIGABEAM, INVENTORIES PURCHASED BY THINKOM, WORK IN PROCESS,
         FINISHED ANTENNA MODULES AND COMMITMENTS TO THIRD PARTIES BY THINKOM
         WHICH WERE MADE KNOWN TO GIGABEAM IN WRITING PRIOR TO SUCH COMMITMENTS
         BY THINKOM AND COVERED BY A PURCHASE ORDER LOT COMMITMENT BY GIGABEAM

                                  Page 6 of 17
<PAGE>

8.       Exclusivity.

         ThinKom and Gigabeam agree that during the term of this Agreement that
         ThinKom will not compete by offering similar Product to be offered by
         GigaBeam and GigaBeam will not compete by offering antenna products
         developed and available for sale by ThinKom and neither party will not,
         nor will any affiliate of either party, nor will either party or their
         respective stockholders, directors, officers, or other representatives
         negotiate or pursue any other transaction or arrangement that
         contemplates a relationship with any third party that will be in
         conflict with the Licensed Field.

9.       Cost Reduction and Pricing of Antenna Modules Sold to Gigabeam

         ThinKom shall use its best and reasonable efforts to continue to reduce
         the cost of Antenna Modules sold to Gigabeam. Where and when
         appropriate, ThinKom shall jointly work with Gigabeam towards such cost
         reductions including but not limited to expenditure on tooling and by
         other means. Pricing of Antenna Modules sold to Gigabeam shall be at
         XXXXX all of which shall be paid for by Gigabeam through its Purchase
         Lot orders pursuant to Sections 1.1.5, Section 11 and 3.1 and by
         separate payments pursuant to Section 3.2.

10.      License Fee and Antenna Manufacturing Fee

         Gigabeam shall pay to ThinKom a License Fee as specified in Section
         1.1.6 subject to an Acquisition Event upon the occurrence of which the
         License Fee will cease for all calendar quarters subsequent to the
         Acquisition Event and in lieu thereof an Antenna Manufacturing Fee will
         be paid to ThinKom pursuant to Section 1.1.7 commencing immediately
         after the occurrence of the Acquisition Event. For the purpose of this
         Agreement, Acquisition Event shall be a change in ownership of at least
         seventy five percent (75%) of the Outstanding voting Stock of Gigabeam.
         The License Fee is to be an amount equivalent to XXXXX percent (XXXXX%)
         of Gigabeam's Revenue net of shipping costs, taxes, installation costs
         and other costs, including reimbursable costs, directly associated with
         generation of revenue. Revenue shall include sales of Gigabeam's
         Products incorporating ThinKom's antennas and any service revenue
         generated from maintenance and service of such Products. Payment of a
         License Fee to ThinKom will commence upon generation of Revenue to
         Gigabeam from sales of Gigabeam's Product incorporating ThinKom's
         Antenna Modules. The Antenna Manufacturing Fee is to be an amount of
         XXXXX times XXXXX (XXXXX X (XXXXX) to manufacture each Antenna Module.
         The License Fee will be payable XXXXX with the License Fee due XXXXX
         after the close of XXXXX. The Antenna Manufacturing Fee is payable
         XXXXX within XXXXX following the end of XXXXX in which Antenna Modules
         are shipped to Gigabeam or Gigabeam's designated location or facility
         following the occurrence or closing by the parties involved in the
         Acquisition Event.

                                  Page 7 of 17
<PAGE>

11.      Purchase Lot Orders

         Gigabeam shall place Purchase Lot Orders with ThinKom for Antenna
         Modules for Gigabeam's Product pursuant to Section 1.1.5. Gigabeam
         commits during the Term of this Agreement to place Minimum Purchase Lot
         Orders pursuant to Section 1.1.5 and as specified in Exhibit D. Each
         Purchase Lot Order shall cover XXXXX for the production of the Antenna
         Modules. Gigabeam shall place Purchase Lot Orders for new Antenna
         Modules at least six months in advance but preferably eight months in
         advance of expected delivery to Gigabeam or Gigabeam's designated
         facility. After commencement of production of any Antenna Module
         design, Gigabeam shall place subsequent Purchase Lot Orders at least
         three months in advance. Upon placement of Purchase Lot Orders,
         Gigabeam shall pay to ThinKom a down payment of XXXXX% of each Purchase
         Lot Order. Remaining payments (less XXXXX%) are due XXXXX after receipt
         by Gigabeam of each regular shipment from ThinKom of portions of the
         total lot order quantity.

         Gigabeam will cooperate with ThinKom to insure that ThinKom will be
         cash flow positive after taking into account its costs and expenditures
         relating to the performance of this Agreement and as compared to
         License Fees, Manufacturing Fees, down payments and remaining payments
         on Purchase Lot Orders received by ThinKom from Gigabeam. In the event
         that ThinKom's cash flow is not positive, Gigabeam will agree to
         restructure the amounts of and timing of its payments relating to
         Purchase Lot Orders.

12.      Equity Incentives

         The parties have established performance incentives whereby each party
         will issue to the other common stock.

         Gigabeam shall issue to ThinKom Common Stock in Gigabeam in an amount
         representing five percent (5%) of the Stock Outstanding on a fully
         diluted basis (including this proposed Stock Grant) of Gigabeam within
         fourteen days of the execution of this Agreement. The Price per Share
         of the Stock shall be the same price as for the founders of Gigabeam.

         ThinKom shall issue to Gigabeam Common Stock in ThinKom prior to the
         end of each calendar year with the amount of Stock to be issued to be
         calculated by dividing the amount of License Fee paid to ThinKom in the
         same year by the price per share of the ThinKom Common Stock. The Price
         per Share of ThinKom Common Stock shall be based upon outside
         investments in ThinKom or by mutual agreement between ThinKom and
         Gigabeam management. If ThinKom and Gigabeam management cannot mutually
         agree on a price per share, then both parties shall mutually agree on a
         third party agent to set the market price per share of the Stock.
         Gigabeam shall pay any costs associated with the valuation of ThinKom's
         Common Stock. The Price per Share of Thinkom Common Stock for the
         purpose of this award shall be set no more than once per year and as
         close as practical to the date of award of the Stock. Under this
         program, Gigabeam shall acquire no more than five percent (5%) of
         ThinKom's Common Stock with the calculation to be based upon the amount
         of Stock outstanding on a fully diluted basis (including this proposed
         Stock amount) as at execution of this Agreement.

                                  Page 8 of 17
<PAGE>


         All stocks and stock options shall be subject to the provisions of the
         applicable corporate documents, including, but not limited to, the
         appropriate shareholder agreements.

13.      Advance of Working Capital

         Gigabeam shall pay to ThinKom an amount of $250,000 (two hundred and
         fifty thousand dollars) which is to be an Advance of Working Capital
         with payment to be made within 30 days (thirty days) of close of
         GigaBeam's funding by outside investors of at least $4 million (four
         million dollars). This Advance of Working Capital will credited against
         amounts payable by Gigabeam to ThinKom within or following the last
         calendar quarter of year 2006.

14.      Audit

         Each party shall have the right to audit the books and accounts of the
         other party for the sole purposes so that ThinKom can establish that
         the License Fees pursuant to Section 10 as paid by Gigabeam are the
         correct amounts and Gigabeam can establish that the costs pursuant to
         Section 9 are the correct amounts.

15.      Miscellaneous

         15.1     Entire Agreement. This Agreement represents the entire
                  Agreement between the parties and supersedes any previous
                  understandings, whether written or oral, and may not be
                  amended, terminated, waived or rescinded except pursuant to a
                  written agreement duly executed by the parties.

         15.2     Trademarks, Trade Names and Copyright. Except as expressly
                  provided herein, this Agreement does not give either party any
                  ownership rights or interest in the other party's trade name,
                  trademarks or copyrights.

         15.3     Waiver. No failure or delay by either party in exercising any
                  of its rights or remedies hereunder will operate as a waiver
                  thereof, nor will any single or partial exercise of any such
                  right or remedy preclude any other or further exercise thereof
                  or the exercise of any other right or remedy. The rights and
                  remedies of the party's provided in this Agreement are
                  cumulative and not exclusive of any rights or remedies
                  provided under this Agreement, by law, in equity or otherwise.

         15.4     Assignment. Neither party may assign or otherwise transfer any
                  of its rights, duties or obligations under this Agreement
                  without the prior written consent of the other party, except
                  either party may, upon prior written notice to the other party
                  (but without any obligation to obtain the consent of such
                  other party), assign this Agreement or any of its rights
                  hereunder to any person or entity who succeeds (by purchase,
                  merger, operation of law or otherwise) to all or substantially
                  all of the capital stock, assets or business of such party,
                  provided such person or entity agrees in writing to assume and
                  be bound by all of the obligations of such party under this
                  Agreement. Any attempted assignment or transfer in
                  contravention of this Subsection 15.4 shall be void and of no
                  force and effect. This Agreement shall be binding upon and
                  inure to the benefit of the parties and their respective legal
                  representatives, successors and permitted assigns.

                                  Page 9 of 17
<PAGE>


         15.5     Independent Contractors. This Agreement shall not be construed
                  to establish any form of partnership, agency, or joint venture
                  of any kind between the parties; nor to constitute either
                  party as an agent, employee, or legal representative of the
                  other; and nothing in this Agreement shall create any
                  relationship between The parties other than that of an
                  independent contractor. Neither party shall have any
                  responsibility or liability for the actions of the other
                  party, except as specifically provided herein. Neither party
                  shall have any right or authority to bind or obligate the
                  other in any manner or make any representation or warranty on
                  behalf of the other. No profits, losses or costs will be
                  shared under any provision of this Agreement or as a result of
                  either party's efforts in connection with any Joint
                  Opportunity and securing an award of any Customer Contract.

         15.6     Further Assurances. Without limiting the generality of any
                  provision of this Agreement, each party agrees that upon
                  request of the other party, it shall, from time to time, do
                  any and all other acts and things as may reasonably be
                  required to carry out its obligations hereunder, to consummate
                  the transactions contemplated hereby, and to effectuate the
                  purposes hereof.

         15.7     Publicity. Neither party shall issue any press release, public
                  announcement or advertise or promote this Agreement without
                  the prior consent of the other party.

         15.8     Expenses. Each party will pay its own expenses and costs
                  incidental to the negotiation of the transactions contemplated
                  by this Agreement, including legal and accounting fees.

         15.9     Notices. Any notices contemplated hereunder or provided for in
                  this Agreement shall be made to the following in writing or by
                  facsimile with confirmation by Express Mail or Federal
                  Express:

                  Gigabeam:

                  L. Slaughter, CEO
                  GigaBeam Corporation
                  101 Ash Street
                  Weston, MA 02493
                  FAX: 888-460-3200

                  With a copy to:

                  Gregory L. White, Esq.
                  Seyfarth Shaw
                  World Trade Center East
                  Two Seaport Lane, Suite 300
                  Boston, MA 02210-2-28

                                 Page 10 of 17
<PAGE>


                  ThinKom:

                  Michael A. Burke, CEO
                  ThinKom Solutions Inc.
                  3825 Del Amo Blvd., Suite 200
                  Torrance, CA 90503
                  Fax: 310 214-1066

                  With copy to:

                  Smith, Crane, Robinson, & Parker LLP
                  Attn: R. Scott Robinson
                  California Bank and Trust Tower
                  Suite 500
                  21515 Hawthorne Boulevard
                  Torrance, CA 90503-6568
                  Fax: 310 543-4507

         15.10    Severability. Any term or provision of this Agreement which is
                  invalid or unenforceable in any jurisdiction shall, as to such
                  jurisdiction, be ineffective to the extent of such invalidity
                  or unenforceability without rendering invalid or unenforceable
                  the remaining terms and provisions of this Agreement or
                  affecting the validity or enforceability of any of the terms
                  or provisions hereof in any other jurisdiction.

         15.11    Headings and Interpretation. The headings used in this
                  Agreement are for convenience of reference only and shall not
                  affect the meaning or construction of this Agreement.

         15.12    Survival. The provisions of Sections 6 and 12 shall survive
                  any termination of this Agreement.

         15.13    Governing Law. This Agreement shall be governed by, and
                  construed in accordance with, the substantive laws (other than
                  the conflicts of laws provisions) of Virginia.

         15.14    Counterparts. This Agreement may be signed in counterparts,
                  each of which shall constitute an original but all of which
                  shall constitute one and the same instrument.

         15.15    Exhibits. The exhibits and appendices attached hereto are made
                  a part of this Agreement as if fully set forth herein.

                                 Page 11 of 17
<PAGE>


         IN WITNESS WHEREOF, the parties, by their duly authorized
representatives, have caused this Agreement to be executed as of the date first
written above.




           ThinKom Solutions Inc.                  Gigabeam Corporation


By:    /s/ Michael A. Burke                       By:     /s/ Louis S. Slaughter
       ---------------------                              ----------------------

Name:  Michael A. Burke                           Namee:  Louis S. Slaughter

Title: President & CEO                            Title:  CEO


                                 Page 12 of 17
<PAGE>


                                    EXHIBIT A

                               ANTENNA MODULE PLAN



                                 Page 13 of 17

<PAGE>


                                    EXHIBIT B


                                   SCHEMATICS


                                 Page 14 of 17
<PAGE>


                                    EXHIBIT C

                DESCRIPTION & MINIMUM PERFORMANCE SPECIFICATIONS


                                 Page 15 of 17
<PAGE>


                                    EXHIBIT D

                    MINIMUM PURCHASE LOTS OF ANTENNA MODULES

Quarter 1, 2004                                               $ 100,000
Quarter 2, 2004                                               $ 275,000
Quarter 3, 2004                                               $ 275,000
Quarter 4, 2004                                               $ 275,000
2005                                                          $ 950,000
2006                                                          $ 1,400,000
2007                                                          $ 4,600,000
2008 and each year thereafter                                 $ 8,800,000

                                 Page 16 of 17
<PAGE>


                                    EXHIBIT E

               MINIMUM PURCHASE LOTS BY NUMBERS OF ANTENNA MODULES

                               For Reference Only


The Minimum Purchase Lots by numbers of Antenna Modules of different
configuration for budgeting purposes follows:



<TABLE>
<CAPTION>
ANTENNA TYPE              Q4 2004     2005      2006      2007      2008
<S>                       <C>         <C>       <C>       <C>       <C>
XXXXX                     XXXXX       XXXXX     XXXXX     XXXXX     XXXXX
XXXXX                     XXXXX       XXXXX     XXXXX     XXXXX     XXXXX
XXXXX                     XXXXX       XXXXX     XXXXX     XXXXX     XXXXX
XXXXX                     XXXXX       XXXXX     XXXXX     XXXXX     XXXXX
XXXXX                     XXXXX       XXXXX     XXXXX     XXXXX     XXXXX
XXXXX                     XXXXX       XXXXX     XXXXX     XXXXX     XXXXX
XXXXX                     XXXXX       XXXXX     XXXXX     XXXXX     XXXXX
XXXXX                     XXXXX       XXXXX     XXXXX     XXXXX     XXXXX
XXXXX                     XXXXX       XXXXX     XXXXX     XXXXX     XXXXX
XXXXX                     XXXXX       XXXXX     XXXXX     XXXXX     XXXXX
XXXXX                     XXXXX       XXXXX     XXXXX     XXXXX     XXXXX
XXXXX                     XXXXX       XXXXX     XXXXX     XXXXX     XXXXX
XXXXX                     XXXXX       XXXXX     XXXXX     XXXXX     XXXXX
  Total XXXXX             XXXXX       XXXXX     XXXXX     XXXXX     XXXXX
</TABLE>

                                 Page 17 of 17
<PAGE>

                  THIS FIRST AMENDMENT TO THE STRATEGIC ALLIANCE AGREEMENT (this
"Amendment") made as of April 28, 2004, between GIGABEAM CORPORATION, a Delaware
corporation (the "Company"), having its principal executive office at 14225-C
Sullyfield Circle, Chantilly, Virginia 20151, and THINKOM SOLUTIONS, INC., a
California corporation ("ThinKom"), having its principal executive offices at
3825 Del Amo Blvd, Suite 200, Torrance, CA 90503.



                               W I T N E S S E T H


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



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


                  NOW, THEREFORE, in consideration of the mutual covenants made
herein and other good and valuable consideration, receipt of which is hereby
acknowledged, the Company and ThinKom hereby agree as follows:



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

        A.  GigaBeam hereby agrees to provide ThinKom by July 31, 2004, with the
            completed Exhibits A, B and C, as mutually agreed upon by both
            parties.

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

        C.  All references to financing contained in Section 2 in the Agreement
            shall mean the consummation of a financing in which the Company
            receives gross proceeds of at least $4,000,000, with the proceeds
            thereof designated for use to make Purchase Lot Order payments.

        D.  Section 4.b of the Agreement shall be deleted in its entirety and
            shall be replaced with the following:

            b.) Failure to consummate financing in which Gigabeam receives gross
                proceeds of at least $4,000,000 with the proceeds thereof
                designated for use to make Purchase Lot Order payments within
                120 days from the date of this Amendment hereof;

                                       1
<PAGE>

        E.  Section 9 of the Agreement shall be amended by adding the words
            "XXXXX" after "XXXXX."

        F.  Section 10 of the Agreement shall be amended in accordance with the
            following:

                 a.  The words "XXXXX" shall be added after the phrase "XXXXX";

                 b.  The phrase "associated with generation of revenue" shall be
                     removed and replaced with "associated with the sale of
                     products and services"; and

                 c.  The phrase "commencing immediately after the occurrence of
                     the Acquisition Event" shall be removed and replaced with
                     "commencing immediately after the occurrence of the
                     Acquisition Event or four years after the effective date of
                     this Amendment, whichever shall occur first."


                  SECTION 2. Representation and Warranties. The Company and
ThinKom hereby represent and warrant as follows (with the effectiveness of this
Amendment being further conditioned upon all such representations and warranties
being true and correct in all material respects on the date of this Amendment):

        (a)  The execution, delivery and performance by the Company and
             ThinKom of this Amendment have been duly authorized by all
             necessary corporate action;

        (b)  This Amendment to which the Company and ThinKom is a party
             constitute legal, valid and binding obligations of the Company and
             ThinKom, respectively, enforceable against it in accordance with
             their respective terms, except to the extent that such enforcement
             may be limited by applicable bankruptcy, insolvency, equitable
             remedies and other similar laws affecting creditors' rights
             generally, and except that the availability of equitable remedies
             is subject to the discretion of the court before which such
             remedies are sought;

        (c)  No event has occurred and is continuing which has not been waived
             which constitutes a breach of the Agreement.



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



                  SECTION 4. Execution in Counterparts. This Amendment may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall be
deemed to be an original and all of which taken together shall constitute but
one and the same agreement. Delivery of an executed counterpart of a signature
page to this Amendment by telecopier or facsimile shall be effective as delivery
of a manually executed counterpart of this Amendment.


                                       2
<PAGE>

                  IN WITNESS WHEREOF, the parties have caused this Amendment to
be duly executed on their behalf in their respective corporate names by their
duly authorized officers all as of the date first above written.



                               GIGABEAM CORPORATION

                               By:      /s/Louis Slaughter
                                        -------------------------------
                               Name:    Louis Slaughter
                               Title:   Chief Executive Officer


                               THINKOM SOLUTIONS, INC.

                               By:      /s/Michael A. Burke
                                        -------------------------------
                               Name:    Michael A. Burke
                               Title:   President & Chief Executive Officer


                                       3
<PAGE>

                                   APPENDIX A

                                AMENDED EXHIBIT D

                    MINIMUM PURCHASE LOTS OF ANTENNA MODULES



      Quarter ending June 30, 2004                               $ 100,000
      Quarter ending September 30, 2004                          $ 275,000
      Quarter ending December 31, 2004                           $ 275,000
      2005                                                     $ 1,225,000
      2006                                                     $ 1,400,000
      2007                                                     $ 4,600,000
      2008 and each year thereafter                            $ 8,800,000

                                      A-1