TELECOMMUNICATIONS LICENSE AGREEMENT

THIS TELECOMMUNICATIONS LICENSE AGREEMENT ("License") is made and entered into as of the 17th day of November, 2004 by and between Marnell Corrao Associates, Inc., a Nevada corporation, ("Licensor") and SkyBridge Wireless, Inc., a Nevada Corporation ("Licensee").

WHEREAS, Licensor entered into that certain Lease Agreement with Rio Properties, Inc., a Nevada corporation (“Rio”) on June 24, 1997 in which Licensor leased the fifty-second (52nd) floor of the Building (as hereinafter defined) and Licensor constructed certain improvements including a communications tower on the roof of the Building for the purpose of housing and operating certain Telecommunications Equipment; and

WHEREAS, Licensor has the authority to enter into licensing agreements to grant to third parties the right to locate and operate certain Telecommunications Equipment in the Building and upon its antenna mounting base; and

WHEREAS, Licensee desires to acquire a license to have certain Telecommunications Equipment installed at and to operate such Telecommunications Equipment at the Building.

AGREEMENT

NOW, THEREFOR, in consideration of the foregoing, the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. Definitions

        1.1 “License Fee” shall be an annual fee of Thirty Thousand and No/100 Dollars ($30,000.00) payable in equal monthly installments of Two Thousand Five Hundred and No/100 Dollars ($2,500.00) in advance of the first day of each month, subject to adjustment as set forth in Section 7.1 of this License.

        1.2 The “Building” shall mean the building located upon the real property known as the Rio Suite Hotel & Casino and whose address is 3700 West Flamingo Road, Las Vegas, Nevada 89103.

        1.3 “Commencement Date” shall mean the earlier of the date that Licensee actually commences to use the Equipment Space (as hereinafter defined) or September 1, 2004.

        1.4 “License Term” shall mean a term commencing on the commencement date and continuing for twenty-four (24) full calendar months (plus any partial calendar month in which the commencement date falls), subject to revocation as set forth in Sections 3 and 29 of this License.

        1.5 “Normal Business Hours” for the Building shall mean 8:00 a.m. to 5:00 p.m. Mondays through Fridays, exclusive of normal business holidays.

        1.6 “Telecommunications Equipment” shall mean the equipment set forth in Exhibit “A” attached hereto and made a part hereof and ancillary equipment including but not limited to cable, junction boxes, hangers, pull boxes, grounding wiring used in the normal course of Licensee’s business, which will be installed by Licensee, pursuant to the terms of this License.

        1.7 “Equipment Space” shall mean approximately 50 square feet located on the fifty-second (52nd) floor of the Building as designated in Exhibit “B” attached hereto. The Equipment Space will be used by the Licensee as the building service site.

        1.8 “Cable Tray” shall mean the spaces and pathways within the Building used for routing cables and ancillary equipment outside the Equipment Space. The purpose of the Cable Tray will be to permit connection of the Telecommunications Equipment to the communications tower on top of the Building. The precise location of the Cable Tray applicable to this Licensee will be designated by Licensor in writing and will be installed only as so designated by Licensor.

2. License Term

        This License shall continue in force during a period beginning on the Commencement Date and continuing until the expiration of the License Term, unless this License is sooner terminated or extended to a later date under any other term or provision hereof.

3. Grant of License

        3.1 Subject to and upon the terms herein set forth, Licensor hereby grants to Licensee a non-exclusive, revocable license to use the Equipment Space, to use the Cable Trays and to install cables to the rooftop communications tower for the purpose of constructing, installing, operating, repairing, maintaining and removing the Telecommunications Equipment.

        3.2 Licensor hereby reserves the right to grant, renew or extend similar licenses to others.

4. Use

        4.1 The Cable Trays and Equipment Space shall be used for telecommunications services for which Licensee has been certified to provide by either the local public utility governing body, or the Federal Communications Commission (the “FCC”). Licensee agrees not to use or permit the use of the Equipment Space or Cable Trays for any purpose which is illegal, dangerous to life, limb or property or which, in Licensor’s reasonable opinion, creates a nuisance or which would increase the cost of insurance coverage with respect to the Building. In particular, no electronic equipment containing polychlorinated biphenyls (PCB’s) or other environmentally hazardous materials will either be used or stored in or around the Cable Trays or Equipment Space and no such materials will be used in any of the Telecommunications Equipment installed by Licensee in the Cable Trays or Equipment Space (except for Licensee’s battery system, which having environmentally sensitive materials will be handled by and will be the sole responsibility of the Licensee).

        4.2 Nothing herein should be construed as permitting Licensee to use the Cable Trays or Equipment Space for a purpose not specifically described herein, or to install new or substitute cable into the Cable Trays which consists of materials other than those described in Paragraph 9 hereof. Except for Cable Trays installed by Licensee, to which Licensee shall have exclusive right, it is acknowledged that Licensor may, at Licensor’s discretion, authorize other tenants and licensees of the Building to use portions of other Cable Trays in the Building, whether for the installation of Telecommunications Equipment or otherwise.

        4.3 Licensee shall not place signs on any of the doors or corridors leading to the Equipment Space or Cable Trays, without first obtaining the prior written consent of Licensor in each such instance, which consent may be given or arbitrarily withheld on such condition as Licensor may elect. Licensor shall have the right, at its option, at Licensee’s own cost and expense, to remove any signs placed by Licensee without Licensor’s prior written consent, and to repair any damage caused by the signs. Any and all installations to the Cable Trays or Equipment Space shall become the property of the Licensor upon the termination of this License.

5. Provision of Space

        Licensor shall provide approximately 50 square feet of floor space in the Building in the location designated on the plan annexed hereto as Exhibit “B”. The equipment room will be used by Licensee for the purposes set forth in Paragraph 4 herein, and for any other lawful purpose that Licensor shall approve in writing.

6. No Warranty of Premises

        Licensor makes no warranty or representation that the licensed premises are suitable for the Licensee’s use, it being assumed that Licensee has satisfied itself thereof. Licensee has inspected the Equipment Space and the Building spaces and accepts the same “as is” and agrees that Licensor is under no obligation to perform any work or provide any materials to prepare the licensed premises for Licensee.

7. License Fee Payment

        7.1 Licensee shall pay to Licensor, without any setoff or deduction whatsoever, a License Fee of Thirty Thousand and 00/100 dollars, each year of this License, adjusted annually on the anniversary of the commencement date by the percentage increase in the applicable Consumer Price Index (CPI) over the prior year’s index, which increase shall not be less than 5%. The License Fee shall be payable, without demand, in twelve (12) monthly payments of Two Thousand Five Hundred and No/100 Dollars per month, or part thereof, commencing on the date herein shown as the date of this License. All payments shall be made to Licensor at the address given in this License or such other address as Licensor may stipulate from time to time. Any fees not paid when due shall be subject to a late fee of ten percent and shall also be subject to interest charge of one and one-half percent (1.5%) per month for each month or partial month the amount due remains outstanding.

        7.2 In addition to the license fees, Licensee shall pay Licensor if, and when due, any sales, use or other taxes or assessments which are assessed or due by reason of this License or Licensee’s use of the Building hereunder.

8. Disclosure of Financial Terms

        Licensor and Licensee agree to use their good faith efforts to refrain from disclosing the financial terms of this License. Either party may disclose the financial terms of this License when required by law, regulation or prior agreement. No recourse, action or penalty shall be associated with the good faith effort of non-disclosure herein embodied.

9. Installation, Maintenance and Repair

        9.1 Prior to the initial installation of Telecommunications Equipment within the Equipment Space, Licensee shall, at is sole cost and expense, prepare and deliver to Licensor working drawings, plans and specifications detailing the location and size of the Telecommunications Equipment to be installed within the Cable Trays and Equipment Space specifically describing the proposed construction. No work shall commence until Licensor has approved the plans, specifications and installation contractor in writing, which approval will not be unreasonably withheld or unduly delayed. Licensor shall deliver to Licensee, within ten (10) working days after receipt of the plans and specifications, its approval or disapproval, and any required changes. Upon approval, the plans and specifications for the Cable Trays shall be attached hereto as part of Exhibit “C”, and the plans and specifications for the Equipment Space shall be attached hereto as part of Exhibit “D”. Licensee warrants that the installation of the Telecommunications Equipment shall be in strict compliance with Exhibits “C” and “D”. After installation of the Telecommunications Equipment, Licensee shall not undertake or engage in any structural work, construction, maintenance or repairs without providing Licensor with thirty (30) days written notice of such proposed work. Licensee shall submit detailed working plans and shop drawings to Licensor for Licensor’s approval, which shall not be unreasonably withheld or delayed.

        9.2 All construction, installation, maintenance and repairs shall be completed by a licensed contractor(s) approved by Licensor in advance and in a workmanlike manner using generally accepted construction standards. Licensee shall install the Telecommunications Equipment in a safe and proper manner so as to pose no known hazard to safety of life or property with respect to persons and property in or about the Building. Licensee shall use properly licensed personnel for all installation, operation and maintenance of its Telecommunications Equipment located on the premises.

        9.3 Licensee agrees not to commit any waste or allow any waste to be committed within or on any portion of the Cable Trays, Equipment Space, or in any of the common areas of the Building and will not injure the Cable Trays or Building but will maintain the Cable Trays and Equipment Space in a clean, attractive condition and in good repair.

        9.4 Prior to commencing any work on the Cable Trays or Equipment Space, Licensee shall obtain all necessary licenses, permits and consents and provide copies of same to Licensor. Licensor shall have the right to monitor all such work, at its own expense.

10. Costs

        Licensee shall be responsible for any and all cost, damage or expense arising from the installation, maintenance, or repair to the Cable Trays, Equipment Space or Telecommunications Equipment, and any and all cost, damage or expense to the Building or the property of Licensor or other licensees arising from such installation, maintenance or repair operations.

11. Taxes and Assessments

        During the License term and any extension hereof, Licensee shall be responsible for the declaration and payment of any applicable taxes or assessments against the personal property owned or leased by Licensee located in the Building. Upon receipt of written request from Licensor, Licensee agrees to provide Licensor with timely evidence satisfactory to Licensor that all taxes due and payable for Licensee’s property have been paid.

12. Governing Law

        This License and the rights and obligations of the parties hereto shall be interpreted, construed, and enforced in accordance with the laws of the State of Nevada.

13. Laws and Regulations

        13.1 Licensee and Licensor agree to comply with all applicable laws, ordinances, rules, and regulations of any governmental entity or agency having jurisdiction with respect to the Building. In particular, prior to installation of the Telecommunications Equipment, Licensee shall provide Licensor written evidence, satisfactory to Licensor in its sole but reasonable judgment, of the representations and warranties set forth in Section 4.

        13.2 The parties acknowledge that the Telecommunications Equipment should emit no amounts of radiation whatsoever within the Equipment Space. Licensee shall, at Licensee’s sole cost, take all measures necessary to insure that no radiation is emitted from such Telecommunications Equipment and that the Telecommunications Equipment strictly complies with all laws, rules, regulations, ordinances and codes, whether now or hereafter existing, of all federal, state and local governmental authorities and that the Telecommunications Equipment strictly complies with all contractual obligations to which Licensee is bound in connection with such Telecommunications Equipment, including, without limitation, regulations of the Federal Communications Commission, the Environmental Protection Agency, and the Occupational Safety and Health Administration, applicable to the emission of radiation from active transmission equipment or similar facilities. Licensee shall also pay promptly when due all royalties or other fees due in connection with the operation of the Telecommunications Equipment. In the event compliance with this paragraph shall require modifications or alterations of Telecommunications Equipment or the Cable Trays, no modification or alteration shall be made without Licensor’s prior written consent, which consent may be withheld in Licensor’s sole judgment or granted on such terms and conditions as Licensor may determine in its sole judgment.

14. Building Rules

        Licensee will comply with the rules and regulations of the Building as adopted and altered by Licensor from time to time and will cause all of its agents, employees, invitees and visitors to do so provided such rules: (i) do not unreasonably and materially interfere with Licensee’s conduct of its business; and (ii) do not require payment of additional moneys. All changes to such rules will be sent by Licensor to Licensee in writing. The current rules and regulations applicable to Licensee’s activities in the Building are attached hereto as Exhibit E and made a part hereof.

15. Maintenance and Repairs Requiring Cessation of Operations of Telecommunications Equipment

        It is expressly acknowledged and agreed that from time to time it may be necessary for Licensor to conduct maintenance and repairs upon the communications tower and the Cable Tray. Licensor shall notify Licensee not less than ten (10) days in advance of any routine maintenance that would require Licensee to cease transmission activity and other operation of the Telecommunications Equipment, and Licensor shall provide notice as soon as reasonably practicable in case of emergency repairs to the communications tower or Cable Tray. Licensee agrees to cease transmissions or other operations of the Telecommunications Equipment during such periods of time as may be reasonably necessary to conduct such maintenance and/or repair the operations. Licensor shall exercise its best efforts to minimize any interference with Licensee’s operations of the Telecommunications Equipment and to schedule such repairs and maintenance during times when it has reason to believe such repairs and maintenance shall be least disruptive to the operation of Licensee.

16. Protection of Telecommunications Equipment

        Licensee acknowledges that interruptions in utility services are not uncommon in facilities such as the Building and Licensee acknowledges that any sensitive electronic equipment which may be used in the Cable Trays or Equipment Space will be protected by Licensee from utility service interruptions through the use of backup power supplies, surge protectors and other appropriate safety systems. Licensee acknowledges that it has taken all precautionary steps it deems necessary to protect such Telecommunications Equipment in the Building, including the acquisition of insurance if applicable. Licensee agrees to indemnify and hold Licensor harmless from any damages or losses (including indirect or consequential damages and including attorneys’ fees) sustained to any of Licensee’s Telecommunications Equipment or caused by service interruptions, regardless of whether such interruptions are attributable in whole or in part to the negligence of Licensor, its agents or employees. This indemnity is in addition to and not in substitution of any other indemnity in this License.

17. Security

        Security shall be provided by Licensor in the form of limited access to the Building during other than Normal Business Hours. Licensor, however, shall have no liability for theft or burglary, or for damage done by unauthorized persons in the Cable Trays or Equipment Space unless caused by the gross negligence or willful misconduct of Licensor, its agents, employees, or invitees and neither shall Licensor be required to insure against any such losses.

18. Warranty Against Damage and Interference

        18.1 Licensee agrees that Licensee’s Telecommunications Equipment, and its installation, maintenance and operation may in no way damage the Building, or interfere with the use of the Building, or the operation of any other communications devices including those of the Rio, Licensor, or by other lessees or licensees of the Licensor. If such damage or interference shall occur, Licensor shall give Licensee written notice thereof and Licensee shall take immediate action to correct the same within twenty-four (24) hours of receipt of such notice. Licensor reserves the right to disconnect power to any such Licensee’s Telecommunications Equipment if Licensee fails to correct after proper notification and cure period.

        18.2 Licensee agrees to be responsible for any damage caused to the Building, and/or any other property owned by Licensor or any lessee or licensee of Licensor which may be caused by Licensee or any of its agents or representatives. Licensee further agrees to keep to a minimum the number of personnel visiting the Building and the frequency of the visits.

19. Warranty Against Disruption

        During the term of this Agreement, Licensor will not license or grant permission to use the Building if such use may in any way adversely affect or interfere with Licensee’s Use as defined in Paragraph 4 hereof. In the event of any such adverse effect or interference, Licensor shall take all steps necessary to immediately correct and eliminate the adverse effect or interference. Licensor shall not be liable in any manner to Licensee for any expenses or damages which it may suffer as a result of any such adverse effect or interference.

20. Relocation of Telecommunications Equipment

        Licensor reserves the right to require Licensee to relocate the Telecommunications Equipment to other areas within the Building during the term of this License agreement at Licensor’s sole, reasonable discretion. Licensor shall reimburse Licensee for its reasonable expenses incurred in connection with any such relocation. Should Licensor request the relocation of Licensee’s Telecommunications Equipment, Licensor agrees to allow Licensee reasonable time, not to exceed thirty (30) days for such relocation. If it is not feasible, in Licensor’s sole discretion, for Licensor to provide another area within which to relocate the Telecommunications Equipment, Licensor shall provide sixty (60) days written notice to Licensee that this License is terminated. Licensor shall not be liable for damage to Licensee’s Telecommunications Equipment or theft, misappropriation or loss thereof.

21. General Access by Licensee

        21.1 Licensor agrees that Licensee’s authorized representatives shall have access to the Cable Trays and Equipment Space during Normal Business Hours for the purp