Communications Site License Agreement

        THIS COMMUNICATIONS SITE LICENSE AGREEMENT (this “License Agreement”) is dated this 17 ^th of April 2003 (herein, the “Effective Date”), by and between LVH Corporation d.b.a. Las Vegas Hilton. (“Licensor”) and, SkyBridge Wireless Inc., a Nevada Corporation (“Licensee”).

        WHEREAS, Licensor desires to license Licensee, and Licensee desires to license from Licensor, all upon the terms and conditions set forth herein, certain space on a tower operated by Licensor upon which Licensee has mounted, or intends to mount, one or more antennas owned and/or operated by Licensee, together with related and ancillary equipment and certain space within building owned or leased by Licensor in which Licensee intends to install other equipment and devices used in connection with the operation of the antennas; and

        WHEREAS, the parties acknowledge that, although this agreement was facilitated by Frontier Radio, Inc. (“Frontier”), and Frontier manages the Premises on behalf of Licensor, this Agreement is between Licensor and Licensee only, and Frontier is not party to this agreement.

        NOW, THEREFORE, for and in consideration of the premises and the terms and mutual promises set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledge, Licensor and Licensee hereby agree as follows:

1.     Definitions. In addition to all other terms defined herein, the following terms shall have the following meanings:

    (a)        “Governmental Authority” means any federal, state or local governmental, quasi-governmental, administrative, regulatory division or authority with legal, administrative or regulatory authority over any Person with respect to the application, administration and/or enforcement of Rules and Regulations.

    (b)        “License Agreement” means this Communications Site License Agreement and any and all subsequent amendments, extensions, supplements and modifications hereto or hereof.

    (c)        “Occupant” means any Person from time to time entitled to the use and occupancy of any portion of the Property under an ownership right or any lease, sublease, license, concession, or other similar agreement

    (d)        “Permitee” means all Occupants and the officers, directors, employees, agents, contractors, customers, guests, patrons, vendors, suppliers, visitors, invitees and licensees of Occupants insofar as their activities relate to the intended development, use and occupancy of the Property.

    (e)        “Person” means any individual, partnership, firm association, corporation, trust, limited liability company or any other form of business and government entity.

    (f)        “Rules and Regulations” means all laws, statutes, codes, rules, regulations, restrictions, ordinances, consents, approvals and other requirements imposed or granted by any applicable Governmental Authority.

2.     Premises.

    (a)       \ Licensor hereby grants to Licensee the following rights (collectively, the “License”): (i) a limited non-exclusive license to install, maintain and operate Licensee’s wireless communications equipment and appurtenances on a tower owned and/or operated by Licensor (the “Tower”, including one or more antennas at a centerline height of 310 feet above ground level on the Tower, which is located on certain real property owned or leased by Licensor and more particularly described on Exhibit “A” attached hereto and incorporated herein by this reference (the “Property”), and (ii) a limited non-exclusive license to install, maintain, operate, remove and otherwise use Licensee’s equipment cabinet or compound and related devices owned by Licensee within a space consisting of a eight (8) square foot portion of the Property identified as the operations site on Exhibit “B” attached hereto (the space in which the operations site is to be occupied by Licensee on the Property and the Tower are hereinafter referred to collectively as, the “Premises”.

    (b)        Licensor also grants Licensee, in common with other Permittees entitled to use the same, a non-exclusive reasonable rights of access to the Premises twenty-four (24) hours per day, seven (7) days per week during the Initial Term and any Renewal Term (as hereinafter defined) for the purpose of installing and maintaining the equipment (as hereinafter defined). The access is subject to revocation by Licensor at any time and from time to time to exclude and restrain any Person who is not a Permittee from accessing the Premises, as well as other provision contained in the Agreement.

    (c)        The Premises are delivered in an “AS IS” condition by Licensor. Licensee acknowledges and agrees that is has visited and inspected the Premises and hereby accepts the physical condition thereof. Licensee further acknowledges that no representation or warranties have been made to Licensee or Licensor as to the condition or suitability of the Premises, including Tower or as to any engineering or other operational data. Licensee is solely responsible for determining all aspects as the suitability, acceptability, accuracy and adequacy of the Premises for Licensee’s intended use.

    (d)        Licensor shall have the right, with no less that thirty (30) days’ prior written notice to Licensee, to require Licensee to relocate the Premises to another area within the Property, at Licensee’s sole cash expense, provided, however, that the area to which the Premises are relocated, wheter in the building or on the Tower, shall be substantially similar in size and functionality to the Premises.

3.     Use. Licensee shall use the Premises solely for the receipt and transmission of wireless communications signals. The use granted Licensee by this License shall be non-exclusive and is limited in accordance with the terms and conditions of this License Agreement.

4.     Initial Term. The Initial Term of this License shall be for a period of Three (3) years, commencing on the earlier to occur of the first day of May, 2003 or the date on which Licensee commences installation of the Equipment (as hereafter defined) (the earlier of such dates is herein, the “Commencement Date”), and expiring on the Third (3) year anniversary of the Commencement Date (the “Initial Term”). Licensee agrees to provide immediate written notice to Licensor of Licensee’s commencement of the installation of the equipment.

5.     Renewal Terms. Provided that an Event of Default has not occurred during the immediately preceding Initial or Renewal Term (as applicable), Licensee shall have the right to extend this License for two (2) additional one (1) year terms (each, a “Renewal Term”). Provided that this License Agreement has not previously been terminated, this License shall automatically renew for each successive Renewal Term unless Licensee notifies Licensor of Licencee’s intention not to renew this License at least ninety (90) days prior to the end of the then existing term of this License. Each Renewal Term shall be on the same terms and conditions as set forth in this License except that consideration for this License shall increase as provided in paragraph 6.

6.     Fee.

    (a)        During the first year of the Initial Term, SkyBridge shall pay annually to LVH the sum of Ten Thousand Eight Hundred and 00/100 Dollars ($10,800) per annum (the “Base Fee”), to be paid in equal monthly installments of and Nine Hundred and 00/100 Dollars ($900.00), on the first day of each month in advance to Licensor at Licensor’s address as specified herein.

    (b)        Effective on the anniversary of the Commencement Date of this Agreement during each year of the Term, the then current Base Fee payable by Licensee to the Licensor shall be increased by an amount equal or greater of (i) five (5.0%) percent over the total Base Fee payable by Licensee for the preceding twelve (12) month period; or (ii) the percentage increase which occurred in the Consumer Price Index (“CPI”), as defined below, for the most recent twelve (12) month period for which the CPI is published.

    (c)        CPI as used herein shall mean the Consumer Price Index published by the Bureau of Labor Statistics of the United States Department of Labor, All Urban Consumers, All Items (1982-84-100), or an equivalent successor official index then in effect. In the event that the Bureau of Labor Statistics changes the form or basis for computation of the CPI, a reliable governmental or other non-partisan publication of the Licensor’s choice evaluating substantially the same information previously used in determining the CPI shall be used. No adjustments or recomputations, retrospective or projective, shall be made because of any revision which may later be made in the first published figure of the CPI.

    (d)        Appropriate proration shall be made if the Initial Term does not commence on the first day of a calendar month, or if the date of termination of this License Agreement is not on the last day of a calendar month. All payments of the fee shall be made by Licensee without deduction or offset or prior notice or demand from Licensor. Any payment of the Fee or other amount due hereunder not received by Licensor within ten (10) days of the date when due shall be subject to a late payment charge of ten percent (10%) of the amount which is overdue.

7.     Conditions. The parties’ obligations under this License Agreement are subject to the continuing satisfaction by Licensee that it shall secure and maintain all appropriate and required approvals for Licensee’s intended use of the Premises from the Federal Communications Commission (the “FCC”), the Federal Aviation Administration ( the “FAA”) and any other Governmental Authority having jurisdiction over Licensee’s proposed use of the Premises. Licensee’s inability (following all reasonable efforts) to successfully satisfy these conditions or the occurrence of any other event which effective prohibits Licensee’s intended use of the Premises shall relieve Licensee and Licensor from any obligation to perform under this License and Licensee shall remove the Equipment and vacate the Premises as soon thereafter as reasonably practicable, but in no event later than ten (10) days thereafter. In the event that the Equipment is not removed within such time period, then Licensee shall be liable to pay the Licensor the Holdover Equipment Fee (as defined in Paragraph 8(b)) from and after the expiration of such time period until the Equipment is removed.

8.     Improvement by Licensee.

    (a)        Plans, Structural Analysis and RF Analysis. Prior to commencement of any construction or installation of improvements on the Premises by Licensee, Licensee shall furnish, for review and approval by Licensor, which approval shall not be unreasonably withheld, delayed or conditioned, plans and specifications which may be required by Licensor for such construction or installation of such improvements. Prior to the installation of Licensee’s Equipment or any substitution, replacements or accessions thereto, Licensee shall upon the written request of Licensor conduct a structural analysis and wind load analysis of the Tower at Licensee’s sole cost and expense which shall include any existing loads and the projected load of Licensee’s antennas, cabling and appurtenances. Prior to the installation of Licensee’s Equipment on the Tower, upon the written request of Licensor, Licensee shall conduct at Licensee’s sole cost and expense a radio frequency interference analysis (“RF Analysis”) of the Equipment with all other equipment which is on the Tower as of the Commencement Date. Licensee shall be solely responsible for an shall indemnify Licensor from all reasonable costs and expenses associated with such structural analysis, RF Analysis and the design and construction of platforms, antenna systems, cable runs and any other modification of any type to the Premises. Licensee shall be responsible for securing all building permits from any and all applicable Governmental Authorities prior to commencement of any construction or installation. Copies of the construction permit issued to Licensee shall be provided to Licensor prior to commencement of construction. All work performed at the Property in connection with the installation or modification of the Equipment and the work described in this subparagraph (a) shall be performed by Licensee or by one or more contractors approved by Licensor, such approval not to be unreasonably withheld or delayed. Licensee shall require all contractors, as a condition to their engagement, to agree to be bound to Licensee by provisions substantially identical to those included in this Agreement, specifically those relating to the indemnification of Licensor and insurance requirements.

    (b)        Equipment. Licensee’s communication system, including antennas, radio equipment and operating frequency, cabling and conduits, shelter and/or cabinets, and other personal property owned or operated by Licensee, which Licensee anticipates shall be located by Licensee on the Premises, is more particularly described on Licensee’s collocation application, a copy of which is attached hereto as Exhibit “C” the “Equipment” Licensee shall attach as Exhibit “D” to this License Agreement, copies of all FCC operating licenses, other licenses and permits which Licensee has been issued pertinent to this License Agreement. All of the equipment shall be clearly marked to show Licensee’s name, address, telephone number and the name of the person to contact in case of emergency, FCC call sign, frequency and location. All coaxial cable relating to the Equipment shall be identified in the same manner at the bottom and top of the line. At Licensor’s request, Licensee shall promptly deliver to Licensor written proof of compliance with all applicable Rules and Regulations in connection with the installation of the Equipment. Licensee shall not construct or install any equipment or improvements on the Premises or operate any operating frequency other than that described on Exhibit “C” . The equipment shall remain Licensee’s exclusive personal property throughout the term and upon termination of the License. Licensee shall have the right to remove all Equipment at Licensee’s sole expense on or before the expiration or earlier termination of the License; provided that Licensee repairs any damage to Premises or the Tower caused by such removal, reasonable wear and tear to pads, utilities, fixtures and similar items excepted. If Licensee does not remove the Equipment on or prior to the expiration or termination of this License Agreement, Licensee shall remove such Equipment within a reasonable period after written notice from Licensor thereafter and shall pay the Licensor an amount equal to one hundred and twenty-five percent (125%) of the Fee then in effect during such holdover period during which any portion of the Equipment is actually located on the Tower (the “Holdover Equipment Fee”)

    (c)        Compliance with Governmental Rules. Licensee shall provide all materials and shall pay for all labor for the construction, installation, operation, maintenance or repair of the Equipment, and shall cause all such work to be performed in a good and workmanlike manner and completed in a lien-free condition. All construction, installations and operations in connection with this License Agreement by Licensee shall meet with all applicable Rules and Regulations of the FCC, FAA and all other applicable Governmental Authorities.

9.     Utilities. All utility services installed on the Premises for the use or benefit of Licensee shall be made at the sole cost and expense of Licensee and shall be separately metered from Licensor’s utilities. In the event that Licensee requires an electric power supply and/or usage different from that currently at the Property, then Licensee shall, at its sole cost and expense, obtain such power supply. Any work performed in connection with connecting such power supply to the Licensee’s Equipment shall comply with all applicable Rules and Regulations.

10.     Taxes and Assessments. Except as provided immediately below, Licensor shall pay all real property taxes and assessments Licensor is obligated to pay with respect to the Property. Licensee shall reimburse Licensor for any increases in such real property taxes. As a condition of Licensee’s obligation to pay such Assessments, Licensor shall provide to Licensee the documentation from the taxing authority, reasonably acceptable to Licensee, indicating the increase is due to Licensee’s improvements. In the event any sales, use or other tax shall be payable by Licensor in connection with this License Agreement, Licensee shall reimburse Licensor on demand for such payments hereunder shall be exempt from such sales, use or other taxes.

11.     Interference: Emissions.

    (a)        Licensee agrees not to install additional equipment of types and radio frequencies which will cause material interference to normal communications operations being conducted from the Property or the Tower by Licensor or other occupants of the Premises which are in place as of the commencement date (the “Pre-Existing Users”). Licensee covenants that the Equipment installed by Licensee shall comply with all applicable laws, ordinances and regulations including but not limited to those regulations promulgated by the FCC. In the event the Equipment causes such interference to Pre-Existing Users, Licensee will take the steps necessary to correct and eliminate the interference. If such interference cannot be eliminated with forty-eight (48) hours after receipt by Licensee of notice from Licensor describing the existence of the interference, Licensee or Licensor shall reduce or temporarily disconnect the electric power to such levels to cancel interference and, if necessary, shut down the Equipment until such interference is corrected. If it is determined that any such interference cannot be rectified, then Licensor may, at its option, terminate this License Agreement upon written notice the Licensee, whereupon Licensee shall vacate the Premises and remove the Equipment at its sole cost and expense as soon thereafter as reasonably practicable, but in no event later than Ten (10) days thereafter. In the event that the Equipment is not removed within such time period, then Licensee shall be liable to pay the Licensor the Holdover Equipment Fee (as defined in paragraph 8(b)) from and after the expiration of such time period until the Equipmen is removed.

    (b)        Licensor shall impose upon future licensees a duty to refrain from interfering with Licensee which is similar to that set forth herein. However, in the event that the operation of Licensee’s Equipment shall interfere with any other radio communications systems and equipment installed at the Property after the date of Licensee’s initial installation of the Equipment or any future modification thereof, Licensee shall cooperate fully with Licensor and any future Occupant injured by Licensee’s interference (a “Future Party”) to remedy the interference. Licensee shall do whatever Licensor deems reasonably necessary to cure such interference, provided, however, that all costs related to remedying such interference shall be the responsibility of the Future Party, unless such interference is proven to be due to failure, defects or deficiencies in Licensee’s systems or Equipment or the installation thereof.

    (c)        Licensee hereby acknowledges that Licensor has licensed, and will continue to license, space at and upon the Property to third parties for the installation and operation of radio communication facilities. Licensee accepts this License Agreement with this knowledge and waives any and all claims against Licensor resulting from or attributable to interference caused by present or future equipment, facilities or methods of operation employed by Licensor in its business on the Property. Licensee also waives any and all claims against Licensor arising from interference resulting to Licensee by virtue of equipment, facilities or operations employed by any other Pre-Existing User or Future Party or other Occupant in its business upon the Property. In the event that any such interference oc