Exhibit
        10.1

    

     

    GENERAL
      RELEASE AND SEPARATION AGREEMENT

    


    This
      GENERAL RELEASE AND SEPARATION AGREEMENT (this
      “Agreement”)
      is
      entered into effective as of the 5th
      day of
      June, 2008 (the “Effective
      Date”)
      by and
      between g8wave Holdings, Inc., a Delaware corporation (the “Company”),
      and
      Bradley M. Mindich, an individual (“Executive”).

     

    WHEREAS,
      the
      Company and Executive are parties to that certain Employment Agreement dated
      as
      of April 21, 2006, as amended by that certain First Amendment to Employment
      Agreement dated January 25, 2008 (the “Employment
      Agreement”);
      

     

    WHEREAS,
      the
      Employment Agreement permits either party to terminate the Employment Agreement
      with twenty (20) days prior written notice, which notice has been waived by
      both
      parties; and

     

    WHEREAS,
      the
      Company no longer desires to employ Executive and Executive no longer desires
      to
      be employed by the Company;

     

    NOW,
      THEREFORE,
      for
      good and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the parties hereto, intending to be legally bound, hereby agree
      as
      follows:

     

    1. Termination
      of Employment Agreement and Waiver of Non-Competition.
      The Employment Agreement is hereby terminated as of the Effective Date and
      shall be of no further force and effect thereafter. The Company hereby waives
      any and all rights it may have under the post-termination non-competition
      provisions of Section 4a of the Employment Agreement.

     

    2. General
      Releases.

     

    (a) Release
      by Executive.
      Except
      as expressly provided herein, Executive, on behalf of himself, his heirs,
      executors, administrators, successors and assigns (collectively referred to
      as
      the “Executive
      Parties”),
      hereby releases and discharges the Company, its affiliates, subsidiaries,
      parent, each of their successors and assigns, and each of their officers,
      directors, employees, stockholders, agents, accountants and attorneys
      (collectively referred to as the “Company
      Released Parties”),
      from
      any and all actions or causes of action, suits, debts, dues, sums of money,
      accounts, reckonings, bonds, bills, specialties, covenants, contracts,
      controversies, agreements, promises, variances, trespasses, damages, judgments,
      extents, executions, obligations, liabilities, claims, and demands whatsoever,
      in law, admiralty or equity (collectively, the “Claims”),
      which
      the Executive Parties ever had, now have or hereafter, can, shall or may have
      based upon Executive’s employment by the Company and the termination of that
      employment, including (i) any and all Claims of wrongful discharge or other
      tort, and all rights under federal, state or local law, including those that
      prohibit race, sex, age, religion, national origin, handicap, disability or
      other forms of discrimination, including but not limited to, Title VII of the
      Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, any state
      or
      local human rights laws, and all Claims under the Workers’ Compensation laws,
      the Equal Pay Act, the National Labor Relations Act, as amended, the Americans
      with Disabilities Act, the Federal Rehabilitation Act, the Employee Retirement
      Income Security Act of 1974, as amended, the Family and Medical Leave Act,
      and
      (ii) any and all Claims arising under any contract, including the Employment
      Agreement, any side letter, offer letter, policy, practice, program or plan,
      including Claims for severance pay, incentive compensation, change in control
      payments, bonus, or other compensation or benefits, but excluding, in each
      case,
      Claims arising under this Agreement.

     

    
      
         

      

      
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        Exhibit
          10.1

         

      

    

    (b) Release
      by Company.
      Except
      as expressly provided herein, the Company, on behalf of itself, its affiliates,
      subsidiaries, parents, officers, directors, employees and shareholders and
      each
      of their successors and assigns (collectively referred to as the “Company
      Releasing Parties”),
      hereby releases and discharges the Executive Parties from any and all Claims,
      which the Company Releasing Parties ever had, now has or hereafter, can, shall
      or may have based upon any act or omission of Executive arising through the
      Effective Date with respect to Executive’s employment with the Company or its
      subsidiaries (but not with respect to Executive’s position as a director of the
      Company), including, without limitation any Claims arising under any contract,
      including the Employment Agreement, any side letter, offer letter, policy,
      practice, program or plan, but excluding, in each case, Claims arising under
      this Agreement.

     

    (c) Notwithstanding
      anything to the contrary contained in this Section 2, the releases contained
      in
      Section 2(a) and 2(b) hereof shall in no way relate to or affect (i) the
      obligations and liabilities of the parties pursuant to that certain Stock
      Purchase Agreement dated May 12, 2008, by and between the Company, Executive
      and
      PMCG Management Company, LLC (the “Stock
      Purchase Agreement”),
      and
      any obligations and liabilities arising out of the documents delivered in
      connection therewith, (ii) the right of Executive to obtain indemnification
      (as
      provided in the Company’s charter documents) with respect to any third party
      Claims against Executive in his capacity as an officer or director of the
      Company, and (iii) any rights Executive may have as a stockholder of the
      Company.

     

    3. Opportunity
      to Review.
      Executive acknowledges that he has been provided with a sufficient opportunity
      to review this Agreement prior to signing it, and that he is knowingly and
      voluntarily entering into this Agreement.

     

    4. Governing
      Law.
      This
      Agreement shall be governed by and construed under the laws of the Commonwealth
      of Massachusetts, without regard to conflict of laws principles, except that
      the
      validity and enforceability of the releases not to sue with respect to Claims
      based on federal law shall be governed by the applicable federal
      law.

     

    5. No
      Modification.
      This
      Agreement shall not be modified or discharged, in whole or in part, except
      by
      agreement in writing signed by the parties hereto. 

     

    6. Integration/Merger.
      The
      parties acknowledge that (a) this Agreement constitutes the entire agreement
      between them with respect to the termination of Executive’s employment with the
      Company, (b) they have not relied on any representation not contained herein,
      and (c) this Agreement supersedes any and all prior agreements or understandings
      between them with respect to the termination of Executive’s employment with the
      Company.

     

    
      
         

      

      
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        Exhibit
          10.1

         

      

    

    7. Counterparts.
      This
      Agreement may be executed in one or more counterparts and delivered by facsimile
      or electronic signature, each of which will be deemed an original and all of
      which constitute one and the same agreement.

     

    [Signature
      Page to Follow]

     


    
      
         

      

      
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      Exhibit
        10.1

    

     

      

    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      Effective Date.

     

    


    
      	
              EXECUTIVE

            	
              G8WAVE
                HOLDINGS, INC.

            
	 	 
	
              /s/
                Bradley M.
                Mindich               
                

              Bradley
                M. Mindich 

            	
              By:/s/
                Habib
                Khoury                 
                

              Habib
                Khoury

              Chief
                Executive Officer

            


    

    


    
      
         

      

      
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