Unassociated Document


     

    
      

        
          	
                  [Customer
                    Logo]

                	
                  Exhibit
                    10.39

                


        

      

       

    

    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 SECURITY
      ACT
      OF 1933, AS AMENDED.

     

    AGREEMENT
      OF PURCHASE AND SALE

    BY
      AND BETWEEN

    GIGABEAM
      CORPORATION AND MINISTRY OF THE INTERIOR, KINGDOM OF
      BAHRAIN

     

    THIS
      AGREEMENT OF PURCHASE AND SALE (the “Agreement”)
      is as
      of the date last executed below, by and between

     

    
      	
            	A.	
              GigaBeam Corporation(hereinafter
                “GigaBeam”), a Delaware corporation having its principal office at 470
                Springpark Place, Suite 900, Herndon, VA 20170 USA;
                and. 

            


    

    
      	 	 	 


      	
            	B.	
              Ministry of the Interior, Kingdom of
                Bahrain
                (hereinafter the “Ministry”), having its principal office at the Ministry
                of the Interior Headquarters, The Police Fort, Manama, Kingdom of
                Bahrain.

            


    

     

    Recitals

    


    Whereas,
      the Ministry desires to purchase, install and operate a wireless network in
      the
      Kingdom of Bahrain and GigaBeam is engaged in the development, manufacture
      and
      sale of point to point wireless telecommunications radio links capable of
      transmission speeds at or in excess of a gigabit per second under the trade
      name
“WiFiber®”’

     

    Now
      therefore, the parties agree to the following: 

     

    1.0 Scope
      of Work

     

    Gigabeam
      proposes to provide its WiFiber radio links to the Ministry for installation
      on
      rooftops or towers at or near the locations selected by the
      Ministry.

    


    The
      solution for the Ministry’s wireless network will consist of the following to be
      provided by GigaBeam:

    


    
      
        	
              	·	
                [XXXXX]
                  Gigabeam Links

              


      

    

    
      
        	
              	
                ·

              	
                [XXXXX]
                  at all sites.

              


      

    

    
      
        	
              	
                ·

              	
                [XXXXX]
                  Uninterrupted Power Supply
                  (UPS).

              


      

    

    
      
        	
              	
                ·

              	
                [XXXXX]
                  to be located in the main Ministry Police Fort equipment
                  room.

              


      

    

     

    2.0 Site
      Survey

     

    The
      MPOE
      (minimum point of entry) for each Gigabeam link radio will be the roof top
      or
      tower at each location. If not already completed for a particular location,
      Gigabeam will work with representatives from the Ministry and their designated
      electrical contractors to perform an initial site survey. The site survey will
      consist of the following:

    


    
      
        	
              	a.	
                Identify
                  proposed WiFiber installation locations and obtain GPS coordinates
                  of each
                  location

              


      

    

    
      
        	
              	
                b.

              	
                Establish
                  and document clear line of sight for each proposed location
                  

              


      

    

    
      
        	
              	
                c.

              	
                Determine
                  radio mounting requirements at proposed WiFiber
                  locations.

              


      

    

    
      
        	
              	
                d.

              	
                Take
                  pictures of proposed locations and the far side (if possible) to
                  document
                  that there is clear line of site and no obstructions at the proposed
                  locations. 

              


      

    

    
      
      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
              	
                e.

              	
                Document other RF devices in the path of the proposed
                  locations.

              


      

    

    
      
        	
              	
                f.

              	
                Identify
                  3rd
                  Party Towers or other alternative locations to mount Gigabeam
                  radios

              


      

    

    
      
        	
              	
                g.

              	
                Determine
                  the path for electrical, network cabling and grounding
                  

              


      

    

    
      
        	
              	
                h.

              	
                Draft
                  preliminary network design
                  drawings

              


      

    

     

    
      3.0  Equipment
        Purchase and Pricing

    

    


    GigaBeam
      will sell and the Ministry will purchase the WiFiber links for the purchase
      prices below.

    


    
      	
              Model

            	 	
              Description

            	 	
              Quantity

            	 	
              Total
                Price

            
	 	 	 	 	 	 	 
	
              WiFiber
                G-1.25-24

            	 	
              GigaBeam
                Full Duplex GigE Transceiver Link Pair - Includes two (2) GigE Transceiver
                Units

            	 	
              [XXXXX]
                Links

            	 	
              US$[XXXXX]

            
	 	 	 	 	 	 	 
	
              Antenna

            	 	
              24”

            	 	
              [XXXXX]

            	 	
              [XXXXX]

            
	
              Power

            	 	
              Uninterrupted
                Power Supply (UPS)

            	 	
              [XXXXX]

            	 	
              [XXXXX]

            


    

    


    The
      foregoing pricing is subject to the following: 

    


    
      	·  	
              The
                price for the sale of equipment is ex works (GigaBeam’s US facilities) and
                does not include an allowance for freight, handling, import duty
                or local
                taxes which shall be for the account of the Ministry.
                

            


    

    
      	 	 


      	·  	
              Payment
                Terms: $[XXXXX]
                upon issuance of purchase order and US$[XXXXX] upon delivery to local
                customs, Kingdom of Bahrain.
                

            


    

    
      	 	 


      	·  	
              [XXXXX]
                and [XXXXX] are to be included in the price of this proposal. All
                data
                cables from the radios will be terminated at the Ministry’s switch
                facility per location. It is understood that the Ministry will support
                with best efforts regarding the availability and access to the specified
                sites.

            


    

     

    Installation
      Requirement and Installation Pricing

     

    Installation
      Requirements

    


    
      	·  	
              A
                100mm outside diameter pole mount, tripod or mast for mounting the
                radios
                and antennas. The total weight of each radio/antenna combination
                is
                approximately [XXXXX].

            


    

    
      	 	 


      	·  	
              A
                fiber optic cable feed for each radio.  The fiber should be single
                mode SC fiber and should extend from the points at which the radios
                will
                be installed to the location in which the Ministry’s network equipment
                will be housed. Since the radio installations will likely be on a
                roof or
                on a tower, fiber must be properly threaded between these two points
                using
                appropriate building risers and cable
                conduits.

            


    

    
      	 	 


      	·  	
              A
                Cat 5 10/100baseT cable is required for each radio. Similar to the
                fiber
                optic cable, this should extend from the radio installation site
                to the
                equipment room where the Ministry’s network equipment will be situated.
                

            


    

    
      	 	 


      	·  	
              A
                -48V DC feed, capable of supplying 2amp, for each radio. This should
                be of
                sufficient length to extend to the installation point of each
                radio

            


    

    


    Supporting
      Documentation and Training

    


    
      	·  	
              Gigabeam
                Link Operations will provide technical manuals to the Ministry’s engineers
                for Gigabeam installed equipment.

            


    

    
      	 	 


      	·  	
              Gigabeam
                provides onsite and offsite training by our certified training
                instructors. The Ministry can arrange for further post installation
                training by one of our certified Gigabeam
                instructors.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Post
      Installation Support

    


    
      	·  	
              Network
                Monitoring software and integration, and specific SLA criteria will
                be
                developed between Gigabeam and the Ministry


            


    

    


    
      	
              Item

            	 	
              Description

            	 	
              Price

            
	
              Installation

            	 	
              Training
                of Ministry staff, installation, integration and commissioning, of
                the
                links supply of [XXXXX]
                and [XXXXX]

            	 	
              US$[XXXXX]

            
	
              [XXXXX]
                and [XXXXX]

            	 	
              At
                all sites

            	 	
              [XXXXX]

            
	
              Mounting
                Hardware/Brackets

            	 	
              At
                all sites

            	 	
              [XXXXX]

            
	
              
                [XXXXX]

              

            	 	
              To
                be installed at Ministry Police Fort equipment room

            	 	
              [XXXXX]

            


    

     

    Payment
      Terms: Installation to be billed and payable on a [XXXXX]
      from commissioning of each link.

    


    5.0 Gigabeam
      Warranty

    


    Standard
      warranty period for all Gigabeam WiFiber radios is 12 months from the date
      of
      installation if performed by GigaBeam or delivery if installation performed
      by
      the Ministry or its vendors. During the warrantee period, GigaBeam will repair
      or replace at its options WiFiber radios which fail to comply with published
      specifications. The warranty is not applicable to product that has been altered
      or subject to misuse, incorrect installation or tampering, maintenance, accident
      or damage. Replaced or repaired WiFiber radios will have the benefit of the
      original warranty for the remainder of the applicable warranty period.
      Additionally, a dedicated team of qualified Network Engineers is available
      to
      support the Ministry on all Link integration support. Typical examples of
      services provided include network design, router/switch configuration, third
      party application integration and assisting Ministry to determine how best
      to
      take advantage of the increased bandwidth capacity provided by the Gigabeam
      WiFiber link. The Link Operations Service offering from Gigabeam provides
      customers with a comprehensive program of network operations, implementation
      support and professional services. GIGABEAM MAKES NO OTHER WARRANTIES WITH
      RESPECT TO THE PRODUCTS OR ANY SERVICES AND DISCLAIMS ALL OTHER WARRANTIES,
      INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
      PURPOSE.


    


    6.0 Specifications

     

    The
      following are the specification of the WiFiber product:


     

    Data
      rates (full duplex): 1.25 Gbps

    Frequencies:
      71 - 76 GHz and 81 - 86 GHz

    Centre
      frequencies: 73.5 GHz and 83.5 GHz

    Beam
      Width: [XXXXX]

    Monitoring:
      SNMP via Ethernet

    Signal
      interface: SC Optical Connector

    Antenna
      Size: 24” 

    Antenna
      Gain: [XXXXX]
      at
      71
      GHz, and [XXXXX]
      at
      81
      GHz

    Power:
      48V DC with dual internal power supplies

    Radio
      Size: 12” octagonal x 4” deep

    Weight:
      (radio plus antenna) [XXXXX]

    Temperature:
      Range [XXXXX]

    Verification
      FCC Part 101

    Mounting
      3” to 5” diameter pole, tripod or wall mount

    RF
      Emission: Radios generate [XXXXX]
      (cell
      phones typically generate 600) and 80-90% of radio waves are reflected from
      Skin

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    7.0 Other
      Terms

    


    The
      Agreement is subject to the following additional terms and
      conditions:

    


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

            


    

    
      	 	 


      	·  	
              Neither
                party shall be liable for incidental, consequential, indirect, special
                or
                punitive damages of any kind, or for loss of revenue, loss of business,
                loss of data or other financial loss arising out of or in connection
                with
                this Agreement.

            


    

    
      	 	 


      	·  	
              Products,
                software and data sold hereunder are subject to United States export
                control laws.

            


    

    
      	 	 


      	·  	
              This
                Agreement shall be construed in accordance with the laws of England
                and
                Wales. Any dispute or disagreement between the Parties arising out
                of or
                in connection with this Agreement not settled amicably within 30
                days of
                written notification of the dispute shall be settled by arbitration
                in
                Geneva, Switzerland by a single arbitrator in accordance with the
                rules of
                arbitration of the Chamber of Commerce and Industry of Geneva,
                Switzerland.

            


    

     

    The
      parties have caused this Agreement to be executed by their respective duly
      authorized representatives as of the dates listed below:

     

    
      
        	
                Ministry
                  of the Interior

                Kingdom of Bahrain 

              	 	GigaBeam
                Corporation
	 	 	 	 
	 	 	 	 
	
                By: 
                  /s/ Sheikh Khalifa

              	 	By:	/s/ Anthony
                King
	
                
                  

                
Name:	 	Name: 	
                
Anthony
                King
	
                
                  

                

              	 	 	 
	Title: 	 	Title	Director
                (BDS)
	
                
                  

                

              	 	 	 
	
                Date:

                
                  

                

              	 	Date: 	8th
                March 2007