Unassociated Document


     

    

      FIRST
        AMENDMENT TO EMPLOYMENT AGREEMENT

      


      THIS
        FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this
        “Amendment”)
        is
        entered into as of January 25, 2008, by and between G8WAVE
        HOLDINGS, INC., a
        Delaware corporation (the
        “Company”),
        and
BRADLEY
        M. MINDICH
        (“Employee”),
        with
        respect to that certain Employment Agreement between G8Wave, Inc., a Delaware
        corporation, and Employee, dated as of April 21, 2006, which sets forth the
        terms and conditions of Employees employment with the Company (the “Agreement”).
        The
        Agreement was assumed by the Company pursuant to that certain Agreement and
        Plan
        of Merger, dated as of August 13, 2007, among International Food and Wine
        Consultants, Inc., a Delaware corporation (the Company’s predecessor), G8Wave,
        Inc., and G8Wave Acquisition Corp., a Delaware corporation. Terms capitalized
        and not otherwise defined in this Amendment shall have the meanings assigned
        to
        such terms in the Agreement.

       

      FOR
        GOOD AND VALUABLE CONSIDERATION,
        the
        receipt and sufficiency of which are hereby acknowledged, the parties hereto
        agree as follows:

       

       1.      Amendment
        to
        Section 3 of the Agreement. Section 3 of the Agreement shall be deleted
        in its entirety and is hereby amended to read in full as follows

       

       “3.    Compensation
        and Benefits.

      
         

         a.     
Annual
          Salary.
          In
          consideration for the services to be provided hereunder and regardless
          of the
          position of Employee within the Company, the Company shall pay Employee
          an
          annual salary of $225,000 (the “Annual
          Salary”).
          Subject to the Company’s election to make a Stock Payment pursuant to Section
          3(b), the Annual Salary shall be payable in accordance with the Company’s
          general payroll practices. 

      

       

      b.      
Stock
        Payment.
        The
        Company may, in the sole and absolute discretion of the Company’s Board of
        Directors, elect to pay the Annual Salary in shares of common stock of the
        Company issued under the Company’s 2007 Equity Incentive Plan (a “Stock
        Election”);
        provided, however, that the Company shall be permitted to make a Stock Election
        for no more than eight (8) pay periods annually; provided, that the Company’s
        right to make a Stock Election shall terminate immediately prior to the
        Company’s consummation of an acquisition of all or substantially all of the
        business of another entity or the acquisition by another entity of all or
        substantially all of the Company’s business, in each case, whether by merger,
        asset sale, stock sale, or other form of transaction. Without limiting the
        foregoing, the Employee shall have no discretion with respect to any Stock
        Election made by the Company, including, without limitation, the timing thereof.
        In the event of a Stock Election by the Company, Employee shall be entitled
        to
        receive a number of shares of the Company’s common stock equal to (i) the
        portion of the Annual Salary to which Employee is entitled during the pay
        period
        for which a Stock Election has been made (less all payroll deductions and
        all
        required withholdings payable in a regular periodic payment), divided by
        (ii)
        the closing price of the Company’s common stock as traded on the Over The
        Counter Bulletin Board on the last business day of the pay period for which
        a
        Stock Election has been made (shares issued pursuant to a Stock Election
        being
        hereinafter referred to as “Compensation
        Shares”).
        Certificates for Compensation Shares shall be delivered to Employee promptly
        after the last day of the pay period for which a Stock Election was made.
        The
        Company agrees that Compensation Shares shall be deemed to be issued to Employee
        as the record owner of such Compensation Shares as of the close of business
        on
        the last day of the pay period for which the Stock Election was
        made.

       

      2.       
        No
        Other Modification.
        Except
        as amended by this Amendment, the Agreement remains unmodified and in full
        force
        and effect. 

       

      3.       
        Counterparts;
        Delivery by Facsimile.
        This
        Amendment may be executed in any number of counterparts, including counterparts
        transmitted by electronic mail or facsimile, each of which when so executed
        and
        delivered shall be deemed an original, and all of which taken together shall
        constitute but one and the same instrument.

       

       

      [Signature
        Page Follows]

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      IN
        WITNESS WHEREOF,
        Company
        and Employee have caused this Amendment to be executed and delivered by their
        respective representatives, thereunto duly authorized, as of the date first
        above written.

       

      
        
          	 	 	
                  COMPANY:

                   

                  G8WAVE
                    HOLDINGS, INC., 

                  a
                    Delaware corporation 

                   

                  By:
                    /s/ Habib
                    Khoury                                  
                    

                  Name:
                    Habib Khoury

                  Title:
                    Chief Executive Officer

                   

                  EMPLOYEE:

                   

                  By:
                    /s/ Bradley M.
                    Mindich                       
                    

                  BRADLEY
                    M. MINDICH