THIRD AMENDMENT TO THE STRATEGIC ALLIANCE AGREEMENT

Strategic Alliance Agreement

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This Strategic Alliance Agreement involves

GIGABEAM CORP | THINKOM SOLUTIONS, INC.,

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Title: THIRD AMENDMENT TO THE STRATEGIC ALLIANCE AGREEMENT
Date: 1/5/2006
Industry: COMEQP

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THIS THIRD AMENDMENT TO THE STRATEGIC ALLIANCE AGREEMENT (this “Amendment”) made as of December 29, 2005, between GIGABEAM CORPORATION , a Delaware corporation (the “Company”), having its principal executive office at 470 Springpark Place, Suite 900, Herndon, VA 20170 and THINKOM SOLUTIONS, INC., a California corporation (“ThinKom”), having its principal executive offices at 3825 Del Amo Blvd, Suite 200, Torrance, CA 90503.

W I T N E S S E T H

WHEREAS, the Company and ThinKom entered into a certain Strategic Alliance Agreement dated January 5, 2004 (the “Agreement”), as amended, whereby the Company would design, manufacture and market a commercial point-to-point terrestrial wireless communications system utilizing a frequency range of 71 GigaHertz (“GHz”) through 76 GHz and 81 GHz through 86 GHz which incorporates ThinKom’s antenna component technologies;

WHEREAS, the Company and ThinKom desire to further amend certain of the terms and provisions of the Agreement,

NOW, THEREFORE, in consideration of the mutual covenants made herein and other good and valuable consideration, receipt of which is hereby acknowledged, the Company and ThinKom hereby agree as follows:

SECTION 1. Amendments to the Agreement. Effective as of the date hereof:

Exhibit D to the Agreement, as amended, shall be deleted in its entirety and replaced with the Further Amended Exhibit D (the “Further Amended Exhibit D”), attached hereto as Appendix A.

Change last two lines of Section 13 of the Agreement to read “last calendar quarter of year 2007” rather than “last calendar quarter of year 2006”. This will delay the ThinKom pay back of working capital advanced by Gigabeam to ThinKom, consistent with the delay of Minimum Purchases by Gigabeam from ThinKom as shown in Appendix A att