Gilder Enterprises, Inc.

Xxxxxx Enterprises, Inc.

0000 Xxxx Xxxxxx Xxxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxx, XXX 00000

April 1, 2004

PRIVATE AND CONFIDENTIAL

Xxxxxxx Xxx, President
5G Wireless Communications Pte Ltd.
Xxxxxxxxx Xxxxx, XxxXxx Xxxxx 0
0 Xxxxxxx Xxxxxxxxx
Xxxxxxxxx 000000

Dear Xxxxxxx:

Re: JV Agreement, Ongoing Technical and Operations Expertise

Under our JV Agreement of May 25, 2003, it was contemplated that 5G would provide ongoing technical and operations expertise –

“ … through the services of Xxxxxx Xxx as Chief Technology Officer and Xxxxx Xxxx as User Support Manager, both of whom will be employed directly by the JV entities under employment contracts. Initially, it is expected that said employment will be on a permanent part-time basis.” (JV Agreement §3.07).

Operational considerations require that we revisit how this will be accomplished.

In this regard, this letter documents our agreement as follows.

1.	Xxxxx Xxxx Replacement – For personal reasons, Xxxxx Xxxx has had to move back to Singapore permanently. 5G has proposed that Xxxxx Sacault will provide the services heretofore to have been provided by Xxxxx Xxxx. This letter acknowledges our acceptance of this staffing change.
2.	Consulting Arrangement – On February 1, 2004, Nex Connectivity Solutions Inc., our Canadian JV entity, entered into an Internet Services Agreement with the Empire Landmark Hotel which is located in Vancouver, BC. The ongoing technical and operations work to service this hotel property is a permanent part-time monthly staffing commitment estimated to be at most 1/4 of a person-month (and likely more in the order of ½ that amount). Until such time as the JV’s staffing requirements are closer to being full-time, you have proposed that the services Xxxxxx and Xxxxx were to have provided directly as employees of the JV will instead be provided on a fixed monthly fee basis by Nexgen Consulting Inc. of Vancouver, BC (originally incorporated as 683483 B.C. Ltd.), which is an affiliate of 5G, (subject always to the understanding that all of our JV’s ongoing technical and operations requirements will be met within timelines appropriate for the 24 x 7 nature of our Internet services business, and relying exclusively upon the services of Xxxxxx Xxx and Xxxxx Sacault). In this regard, it is agreed that:
	•	Xxxxxx and Xxxxx will be employed by Nexgen Consulting Inc.
	•	Either Xxxxxx or Xxxxx or both, as appropriate, will be available, either on-call or in person as the circumstances may require, 24 hours a day x 7 days a week, to deal with all JV related ongoing technical and operations requirements.
	•	Consulting fees for these services, payable to Nexgen Consulting Inc., will be:
		a.	Ongoing services – $1,000 per month for up to two “standard” hotel properties or equivalent (where a “standard” property is understood to be between 250 and 400 rooms, where all meeting rooms and the hotel lobby and approx 20% of the rooms are serviced for Internet access), notwithstanding the actual time spent.
		b.	Network installation – $1,000 per installation for project management, assuming a “standard” hotel property installation (as defined above).

• 5G will ensure that all compensation due to Xxxxxx Xxx and Xxxxx Sacault for services provided is promptly paid to them.

Xxxxxxx, I trust that this adequately covers the points of agreement between us. Please acknowledge your acceptance of the above by signing where indicated below.

Yours sincerely,

/s/ Xxxxxx X. Xxxxx

Xxxxxx X. Xxxxx

Acknowledged and accepted this 1st day of April , 2004.

5G WIRELESS COMMUNICATIONS PTE LTD.

/s/ Xxxxxxx Xxx Hin Tan
Per: Xxxxxxx Xxx Hin Tan, President
Authorised signatory

XXXXXX
ENTERPRISES Page 2