Exhibit 10.3

                                 AMENDMENT NO. 2

                                       TO

                                 TERABEAM, INC.

                                 2004 STOCK PLAN
                                 ---------------


      This Amendment No. 2 to the Terabeam, Inc. 2004 Stock Plan, as amended to
date (as amended, the "Original Plan") is effective as of May 23, 2006.

      The first sentence of Section 4 of the Original Plan is hereby replaced in
its entirety to read as follows:

           The aggregate number of shares of Common Stock which may be
           issued under this Plan is Three Million One Hundred Fifty
           Thousand (3,150,000), subject to adjustment as provided in
           Section 11.

      The Section 4 of the Original Plan is hereby re-designated Section 4(a)
and the following language is hereby added to the Original Plan as new Section
4(b):

            In no event may any Grantee or other Plan participant be
            granted Stock Rights (including Stock Appreciation Rights)
            with respect to more than 500,000 shares of Common Stock
            (which number may be adjusted by the Committee as contemplated
            in Section 11) in any calendar year. The number of shares of
            Common Stock relating to a Stock Right granted to a Grantee in
            a calendar year that is subsequently forfeited, cancelled, or
            otherwise terminated shall continue to count toward the
            foregoing limitation in such calendar year. In addition, if
            the exercise price of a Stock Right is subsequently reduced,
            the transaction shall be deemed a cancellation of the original
            Stock Right and the grant of a new one so that both
            transactions shall count toward the maximum shares issuable in
            the calendar year of each respective transaction.

      The substantive effects of this amendment are (a) to increase the number
of shares which may be issued under the Original Plan by One Million (1,000,000)
from Two Million One Hundred Fifty Thousand (2,150,000) to Three Million One
Hundred Fifty Thousand (3,150,000) and (b) to add language to the Original Plan
to conform to Internal Revenue Code requirements for deductibility.

      All other provisions of the Original Plan remain unchanged.