STRATEGIC ALLIANCE AGREEMENT

                                                                    Exhibit 10.1

                          STRATEGIC ALLIANCE AGREEMENT

WHEREAS, Gridline Communications Holdings, Inc. (GCH), a Delaware Corporation

and the Ibero American Science and Technology Education Consortium (ISTEC) a

501C3 Not for Profit Organization, believe that it is in their mutual best

interests to pursue opportunities to provide high speed broadband internet and

associated services, products and equipment to ISTEC members and affiliates, as

further defined in Section 1 below, pursuant to this Agreement and by way of a

Strategic Alliance relationship established in accordance with the terms and

subject to the conditions set forth below.

      NOW, THEREFORE, in consideration of the foregoing and the premises and

agreements set forth herein, and upon the terms, covenants and conditions

hereinafter set forth, the parties hereto agree as follows:

      1. PURPOSE. The purpose of the Strategic Alliance shall be to a) provide

broadband, high speed internet and associated services, products and equipment

to ISTEC members and member affiliates and b) create a financial mechanism

consistent with the requirements and restrictions of an operating Not for Profit

Organization, in order to;

      a). Enable and propagate broadband access to critical and necessary

          information and;

      b). Provide full web based services and applications through the broadband

          access and;

      c). to engage in all other activities and transactions that are necessary

          in furtherance of that purpose (the "OPERATIONS").

      2. LIMITATION ON BUSINESS. The business of the Strategic Alliance shall be

limited to the conduct of Operations within the ISTEC Membership and affiliates.

Operations outside the Membership and affiliates shall be agreed to by the

parties on a case by case basis.

      3. STRATEGIC ALLIANCE PARTY RESPONSIBILITIES.

         A) GLCH shall be responsible for the following:

         o   Design, deployment, installation and testing of all SA deployed

            products

         o   Ongoing provisioning and management of the deployed network(