JOINT VENTURE AGREEMENT

I.

PURPOSE: To own, initiate and develop a joint venture to sell wireless technology products and services in the Republic of Costa Rica, specifically to implement a nationwide broadband data backbone (5.8 GHz) with a combination of last-mile solutions (2.4GHz, 900 MHz, 150 MHz ) enabling to offer the following services: PTP (Point to Point) data and voice connectivity; ISP (Internet Services Provider) and Mobile-IP and AVL. The services will be based on a MSF (Monthly Subscriber Fee) income model that includes the service itself, maintenance, support and equipment rental.

II.

LEGAL STRUCTURE: The business that will operate under the Costa Rican registered corporation: "DirectCom, S.A.", a Costa Rican Corporation with identification number 3-101-351295, that will change its name to: "SkyLynx Communications de Costa Rica, S.A.". This will be a shell company since all services will be outsourced, thus each shareholder/party will carry its own operating expenses.

III.

BUSINESS LOCATION: Palmares, Costa Rica.

IV.

SHARE DISTRIBUTION of "SkyLynx Communications de Costa Rica, S.A.":

A)

SkyLynx Communications Inc. will hold and own 75 % of the shares;

B)

IDNet will hold and own 20 % of the shares;

C)

Sinalco will hold and own 5 % of the shares.

V.

BOARD OF DIRECTORS of "SkyLynx Communications de Costa Rica, S.A.":

GUS YEPES: President

JUAN CARLOS PACHECO: Secretary

GILBERT SALAZAR: Treasurer

VI.

VOTES: Majority vote of the total corporation's shareholders is required on any shareholder resolutions, nevertheless unanimous vote is required on amendment of the Articles of Incorporation of SkyLynx Communications de Costa Rica, S.A.

VII.

CONTRIBUTIONS:

A)

SkyLynx Communication Inc. (U.S.A.) will provide the following:

1)

initial financing for equipment and parts purchase;

2)

suppliers and investors management;

3)

international services;

4)

local corporate management.

B)

IdNet will provide the following:

1)

sales and marketing;

2)

client management;

3)

operations management.

C)

Sinalco will provide:

1)

towers, tower sites, antennas and radio installations;

2)

signal propagation studies;

3)

preventive and corrective support.

VIII.

COMPENSATIONS:

A)

IdNet will have 30% sales commission.

B)

Sinalco will charge to "SkyLynx Communications de Costa Rica, S.A.":

1)

For Tower installation: Type C: $6,500, Type B: $4,500, Type A: $2,500 (the towers will be owned 50% by each Sinalco and SkyLynx Communications de Costa Rica, S.A.)

2)

Antenna and communication equipment installation per site: $200

3)

Preventive maintenance per site: $150 on a quarterly basis.

4)

Corrective maintenance: transportation and daily expense allowances as needed.

5)

Tower space rental per antenna: $100

C)

Individual rental or lease contracts must be formalized between Sinalco and SkyLynx Communications de Costa Rica, S.A. for each tower and/or site. Sinalco will maintain the above prices and fees for 18 months upon signature of this contract. A 10% and 20% price discount will be granted to SkyLynx Communications de Costa Rica, S.A. for half-yearly or yearly tower rental contracts, respectively.

IX.

MONETARY COMPENSATIONS: The outsourcing services of the shareholders will be paid as follows: a 30% of the net profit will be distributed based on each shareholder ownership. The communication equipment will be considered SkyLynx, Inc. (U.S.A.) property until SkyLynx Communications de Costa Rica, S.A. repays its cost and shipment and handling.

X.

FIRST RIGHT OF REFUSAL: No partner can sell out without first offering his share(s) to the other partners in equal proportion to their interest. The partners will have 30 days to make a decision and 7 days to close out. The share's price must be of Fair Market Value, and any dispute regarding this price, will be solved by arbitration, as described in the ARBITRATION CLAUSE of this contract.

XI.

DEATH OR BANKRUPCY OF SHAREHOLDER: In this case, the representative of the deceased or troubled shareholder has 30 days to decide to stay in or sell their shares. Existing shareholders will have First Right of Refusal to buy these shares, following the Fair Market Value rule of clause X.

XII

REPRESENTATION: Shareholders may be represented in the shareholder meetings by Proxy.

XIII.

DURATION: This agreement shall have unlimited term while "SkyLynx Communications de Costa Rica, S.A." is operative.

XIV.

ARBITRATION CLAUSE: Any dispute that shall arise as a result of interpretation or execution of any part of this agreement shall be resolved by an Arbitration Panel according to the rules and regulations of the Arbitration Department of the American Chamber of Commerce established in Costa Rica.

XV.

GOVERNING LAW: This Partnership Agreement shall be governed by the Laws of the Republic of Costa Rica.

XVI.

ADDENDUMS: Considered as part of this agreement are the CONFIDENTIALITY AGREEMENT, as ADDENDUM # 1 and the NON CIRCUMVENT AND NON COMPETE AGREEMENTS, as ADDENDUM # 2, that will be signed by all parties on this same date.