Unassociated Document


    

      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. 

      


       

      Agreement
        For
        the Purchase and Sale of GigaBeam WiFiberTM
        Links By Eaton & Associates

      
        

        

      

      
        GigaBeam
          agrees to sell and AIXTEX Inc. (dba Eaton & Associates) agrees to purchase,
          pursuant to the terms of this purchase order, twenty (20) Full Duplex GigE
          WiFiberTM wireless fiber communication links to be used for connectivity between
          designated AIXTEX Inc. customer locations as listed in the table
          below.

      

       

      
        
          	
                  Link
                    #

                	
                  Building

                	
                  Demarc
                    Location

                	
                  Building

                	
                  Demarc
                    Location

                	
                  Link
                    Distance

                
	
                  1-20

                	
                  TBD

                	
                  TBD

                	
                  TBD

                	
                  TBD

                	
                  TBD

                


        

         

        Pricing 

         

        
          	
                  Link
                    #

                	
                  Model
                    

                	
                  Description

                	
                  XXXXX

                	
                  XXXXX

                	
                  Total
                    

                
	
                  1

                	
                  G-1.25-24

                	
                  Full
                    Duplex GigE Transceiver Link Pair withXXXXX

                	
                  $
                    XXXXX

                	
                  $XXXXX

                	
                  $XXXXX

                
	
                  2-20

                	
                  G-1.25-24

                	
                  Full
                    Duplex GigE Transceiver Link Pair with XXXXX

                	
                  $
                    XXXXX

                	
                  $XXXXX

                	
                  $XXXXX

                
	 	
                  Total
                    20 units

                	 	
                  $XXXXX

                	
                  $XXXXX

                	
                  $XXXXX

                


        

         

        Installation

         

        Installation
          will be performed by AIXTEX Inc. AIXTEX Inc. must be certified by GigaBeam
          to
          install the GigaBeam WiFiber links prior to the first link installation.
          GigaBeam will provide certification training at the rate of $XXXXX per
          AIXTEX
          Inc. XXXXX. Site surveys, preparation of link installation plans and
          installations will be observed by GigaBeam designated personnel at GigaBeam’s
          XXXXX and XXXXX. 

         

        Installation
          Schedule

         

        
          	
                  Link
                    #

                	
                  Location

                	
                  Site
                    Survey

                	
                  Site
                    Prep

                	
                  Installation

                
	
                  1

                	
                  AIXTEX
                    INC. 

                	
                  N/A

                	
                  N/A

                	
                  BY
                    9/30/05*

                
	
                  2-20

                	
                  TBD

                	
                  TBD

                	
                  TBD

                	
                  BY
                    9/30/06

                


        

         

        AIXTEX
          Inc.agrees to complete installation of all twenty links in accordance with
          the
          foregoing schedule. AIXTEX Inc. will update the installation schedule on
          a XXXXX
          basis. AIXTEX Inc.understands that GigaBeam lead time to delivery is a
          XXXXXX.
          AIXTEX Inc. to request XXXXX in writing. 

         

        *Link
          1
          previously delivered and installed under purchase order 57150 dated 7/11/05
          issued under Eaton&Associates. All other terms of purchase order 57150
          (e.g., XXXXX terms unchanged).

         

        Monitoring
          and Maintenance

         

        In
          the
          event AIXTEX Inc. elects link monitor services, GigaBeam will monitor
          deployed links from its Link Monitoring Center (LMC).  GigaBeam
          will
          monitor link performance and key link transceiver parameters and will provide
          the following level of support: 24/7 link monitoring and service, XXXXX
          reports,
          XXXXX within XXXXXX, XXXXX access to XXXXXX, XXXXXX. AIXTEX Inc. will provide
          XXXXX GigaBeam to XXXXX. GigaBeam will perform XXXXXX services at the
          XXXXX.

         

        GigaBeam
          will provide Monitoring and Maintenance services at the rate of $XXXXX.
          

         

        Terms
          of Sale

         

        This
          sale
          represents XXXXX, which is strictly confidential, in consideration for
          AIXTEX
          Inc.’ role providing GigaBeam with XXXXX and for XXXXX. In addition,
          the
          XXXXX to
          AIXTEX
          Inc. is based on its firm commitment to purchase and install a minimum
          of 20
          links no later than 9/30/2006, including delivery and acceptance of the
          first
          link purchased hereunder on or before 9/30/2005. 

         

        AIXTEX
          Inc. is eligible for XXXXX above in the event AIXTEX Inc. XXXXX for GigaBeam
          links XXXXX. The XXXXX will be applied only to XXXXX. 

         

        Each
          link
          will be deemed accepted by AIXTEX Inc. XXXXX, unless XXXXX. Invoices for
          such
          links shall be due and payable upon XXXXX.

         

        In
          the
          event AIXTEX accept of XXXXX, AIXTEX Inc. will XXXXX. In the event AIXTEX
          Inc
          accepts XXXXX, AIXTEX Inc. will XXXXX. In the event AIXTEX Inc accepts
          XXXXX,
          AIXTEX Inc. will XXXX. The XXXXX will be due XXXXX. 

         

        
          
            

          

        

         

        
          	
                  Confidential

                  
                    Terms
                      and Conditions on Following Page

                  

                	
                  8/26/2005

                


        

         

        
          
            
            

          

          
            1

            
              

            

          

          
            
            

          

        


        All
          link
          purchases are subject to the standard terms and conditions on the last
          page of
          this document. 

        AIXTEX
          INC. /s/
          Patricia Eaton
          Date
9/28/05
          GigaBeam
          Corporation /s/
          Thomas Wetmore
          Date
9/29/05

         

         

        
          
            	Patricia Eaton	Thomas Wetmore
	CFO	SVP,
                    Sales & Marketing


          

        

           

        
          
            

          

        

        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        

         

        STANDARD
          TERMS & CONDITIONS FOR PURCHASE AGREEMENT

         

        1.
          GENERAL. 
          As used
          herein, the term "Seller" shall refer to GigaBeam Corporation and the term
          "Buyer" shall refer to the person or entity desiring to purchase products
          and or
          services from Seller. ALL ORDERS ARE SUBJECT TO ACCEPTANCE BY SELLER AT
          ITS
          CORPORATE HEADQUARTERS. NO FORM OF ACCEPTANCE EXCEPT SELLER'S WRITTEN
          ACKNOWLEDGMENT OR SELLER'S COMMENCEMENT OF PERFORMANCE SHALL CONSTITUTE
          A VALID
          ACCEPTANCE OF THE BUYER'S ORDER. ANY SUCH ACCEPTANCE IS EXPRESSLY CONDITIONED
          UPON ASSENT TO THE TERMS HEREOF TO THE EXCLUSION OF ALL OTHER TERMS; BUYER
          SHALL
          BE DEEMED TO HAVE ASSENTED TO THE TERMS HEREOF UPON ACCEPTING DELIVERY
          OF
          ANYTHING SHIPPED BY SELLER IF TENDER OF THESE TERMS IS DEEMED AN OFFER.
          ACCEPTANCE IS EXPRESSLY LIMITED TO THE TERMS HEREOF. 

        


        2.
          PRICES. Prices for all of Seller's products or services shall be in accordance
          with the applicable purchase order accepted by Seller in writing. Transportation
          charges from Seller's shipping location, insurance premiums, taxes and
          other
          governmental charges related to the manufacture, sale, possession or resale
          of
          the products specified herein, shall be the sole responsibility of the
          Buyer and
          shall be paid to Seller in addition to the purchase price of the products
          and
          services, unless otherwise agreed in writing. 

        


        3.
          TERMS
          OF PAYMENT. Invoices shall be XXXXX. All payments shall be made in U.S.
          dollars
          unless otherwise specifically agreed to in writing by Buyer and Seller.
          Amounts
          that remain unpaid when due to Seller shall accrue a service charge of
          one and
          one-half percent (1.5%) per month (or such higher rate as may be the maximum
          allowable by law) from any such due date until date of full payment.


        


        4.
          DELIVERY AND TITLE. Delivery is quoted from XXXXX, where applicable, whichever
          is later. Delivery XXXXX. In the absence of specific shipping instructions,
          Seller shall select a carrier that shall be deemed to act as Buyer's agent,
          notwithstanding any payment by Seller of freight charges made for Buyer's
          account. Title shall pass from Seller to Buyer upon XXXXX. Unless otherwise
          specified, Seller shall obtain insurance against damage to the products
          during
          shipment. Buyer shall obtain insurance against damage to product while
          in
          Buyer’s possession. Unless otherwise specified, the product will be shipped in
          standard commercial packaging. Seller agrees to XXXXX product within
          XXXXX.

        


        5.
          SHIPMENTS. All shipping dates are XXXXX. Seller will not be liable for
          any loss,
          damages or penalty resulting from delay in delivery when such delay is
          due to
          causes beyond the reasonable control of Seller, including but not limited
          to
          supplier delay, force majeure, act of God, act of Government, labor unrest,
          flood, fire, explosion, earthquake, or by excess demand for its products.
          Buyer
          may requests XXXXX. Buyer will bear the risk of loss of the equipment during
          such XXXXX.

        


        6.
          ACCEPTANCE. Buyer shall be deemed to have accepted the product(s)
          XXXXXX.

        


        7.
          LIMITED WARRANTY. Seller warrants that the products will be substantially
          free
          from defects in material and workmanship for 12 months after delivery to
          Buyer.
          Products purchased from Seller which do not comply with the warranty and
          are
          returned to the Seller during such period will be repaired or replaced
          at
          Seller's option. SELLER MAKES NO OTHER WARRANTIES WITH RESPECT TO THE PRODUCTS
          OR ANY SERVICES AND DISCLAIMS ALL OTHER WARRANTIES, INCLUDING WARRANTIES
          OF
          MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.
          The above
          warranty does not extend to any product that is modified or altered, is
          not
          maintained to Seller's maintenance recommendations, is operated in a manner
          other than that specified by Seller, or is subject to abuse, misuse, accident,
          disaster, alterations, neglect or other improper treatment. Buyer's sole
          remedy
          with respect to any warranty or defect is as stated above. To the extent
          Buyer
          resells the product(s), Seller agrees that the warranties maybe passed
          through
          to Buyer’s initial customer, provided that Buyer does not expand the scope or
          timeframe of such warranties.

        


        8.
          LIMITATION OF LIABILITY. SELLER WILL NOT BE LIABLE UNDER ANY PROVISION
          OF THESE
          TERMS OR UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL
          OR
          EQUITABLE THEORY (A) FOR ANY AMOUNTS IN EXCESS IN THE AGGREGATE OF THE
          AMOUNTS
          PAID TO SELLER HEREUNDER DURING THE TWELVE MONTH PERIOD PRIOR TO DATE THE
          CAUSE
          OF ACTION AROSE, OR (B) FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, EXCEPT
          THOSE ARISING FROM SELLER’S NEGLIGENT ACTS OR OMISSIONS, OR (C) FOR COST OF
          PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES.

        


        9.
          PROPRIETARY RIGHTS. Unless otherwise agreed to in writing, any and all
          commercial or technical information disclosed in any manner or at any time
          by
          Seller to Buyer shall be deemed secret and confidential. Except as expressly
          allowed herein, Buyer shall not use or disclose any such information and
          Seller
          expressly reserves all rights with respect thereto. Buyer acknowledges
          that the
          products sold by Seller hereunder contain trade secrets and other proprietary
          information belonging to Seller, and the products sold by Seller hereunder
          are
          proprietary to Seller. Buyer shall not disassemble, decompile or otherwise
          reverse engineer the Seller's products. 

        


        10.
          TAXES
          AND DUTIES. If Seller claims exemption from any tax, Seller will furnish
          Buyer
          with any required, valid Seller exemption certificate issued by each taxing
          jurisdiction where such a certificate is required for the exemption from
          collection of sales or use taxes or such other appropriate exemption
          certificate. If Seller is required by law or otherwise to pay any such
          levy
          and/or fines, penalties, or assessments as a result of Buyer's failure
          to comply
          with any applicable laws, the amount of payment so made by Seller will
          be fully
          reimbursed by Buyer to Seller upon submission of Seller's invoices. Buyer
          agrees
          to pay a 1.5% per month, from date of invoice, service charge on unpaid
          amounts.


         

        
          
            

          

           

          
            	
                    Confidential

                  	
                    8/25/2005