Unassociated Document


    EXHIBIT
      10.8

    


    GIGABEAM
      CORPORATION

    4021
      Stirrup Creek Drive, Suite 400

    Durham,
      North Carolina 27703

    


    December
      31,
      2007                                                         



     

    Midsummer
      Investment, Ltd.

    c/o
      Midsummer Capital, LLC

    295
      Madison Avenue, 38th
      Floor

    New
      York,
      New York 10017

    Attn:
      Scott D. Kaufman

    


    
      	 	
              Re:
                

            	
              Termination
                of Securities Purchase Agreement, dated August 16, 2007; Advances
                under
                May 22, 2007 Securities Purchase
                Agreement

            


    

    


    Dear
      Mr.
      Kaufman:

    


    This
      letter confirms our understanding and acknowledgement that the Securities
      Purchase Agreement, dated August 16, 2007, and the transactions contemplated
      thereunder, are hereby terminated pursuant to Section 5.1 therein as a result
      of
      the closing of said transaction failing to close on or before August 31, 2007
      as
      well as the mutual understanding and agreement of the parties thereto. As such,
      the obligations of GigaBeam Corporation (the “Company”)
      under
      the 14% Secured Debenture issued pursuant to the Securities Purchase Agreement,
      dated May 22, 2007 (the “Purchase
      Agreement”),
      was
      not paid off pursuant to such agreement and remains outstanding pursuant to
      the
      terms thereunder and in full force and effect. Furthermore, the Company agrees
      that certain cash advances made by Midsummer Investment, Ltd. (“Midsummer”)
      on or
      about August 16, 2007 in the amount of $500,000 and on or about November 30,
      2007 in the amount of $400,000 shall be evidenced by the issuance by the Company
      of 14% Promissory Notes (together, the “Notes”)
      and
      any such advances after the date hereof shall be evidenced by the issuance
      by
      the Company of additional 14% Secured Debentures, which 14% Secured Debentures
      (the “New
      Debentures”)
      shall
      be governed by the terms and conditions of the Purchase Agreement and the other
      agreements and understandings of the parties entered into in connection
      therewith, including but not limited to, the grant of a security interest in
      all
      the assets of the Company and its subsidiaries to Midsummer. The Company
      acknowledges and agrees that the definition of “Obligations” under Section 1(c)
      the Security Agreement, dated May 22, 2007, by and among the Company and
      Midsummer shall be deemed to include all obligations of the Company and its
      subsidiaries under the New Debentures. Midsummer waives any Events of Default
      that currently exist under the 14% Secured Debentures, any New Debentures that
      currently exist and any Events of Default that currently exist under the Notes
      dated August 16, 2007 and November 30, 2007; provided that this waiver shall
      not
      apply to any future Events of Default that occur.

    


    
      	
              GIGABEAM
                CORPORATION

            
	 	 
	
              By:

            	
              /s/
                S. Jay Lawrence

            
	 	
              Name:
                S. Jay Lawrence

            
	 	
              Title:
                Chief Executive Officer

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Acknowledged:
      

    


    
      	
              MIDSUMMER
                INVESTMENT, LTD.

            
	 	 
	
              By:

            	
              /s/
                Scott Kaufman

            
	 	
              Name:

            
	 	
              Title: