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
HABIB
      KHOURY
      (“Executive”),
      with
      respect to that certain Employment Agreement between G8Wave, Inc., a Delaware
      corporation, and Executive, dated as of April 2, 2007, which sets forth the
      terms of Executive’s 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 3.1 of the Agreement.
      Section
      3.1 of the Agreement shall be deleted in its entirety and is hereby amended
      to
      read in full as follows:

     

    “3.1 
Compensation
      and Benefits.  

     

     (A) 
Base
      Salary.
      During
      the Term, the Company shall pay the Executive a base salary of $280,000 per
      year
      (said amount, together with any increases as may be determined from time to
      time
      by the Board in its sole discretion, being hereinafter referred to as the
“Base
      Salary”).
      Such
      Base Salary shall be retroactive to March 1, 2007 and prorated for any partial
      year of employment on the basis of a 365-day fiscal year. Subject to the
      Company’s election to make a Stock Payment pursuant to Section 3.1(B), the Base
      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 Base 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 Executive 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, the
      Executive shall be entitled to receive a number of shares of the Company’s
      common stock equal to (i) the portion of the Base Salary to which the Executive
      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 the Executive
      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 the Executive 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,
      the
      Company and the Executive 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/ William E. Duke,
                Jr.          
                

              Name:
                William E. Duke, Jr.

              Title:  
                Chief Financial Officer

               

              EXECUTIVE:

               

              
                
                  /s/
                    Habib
                    Khoury                           

                

                Habib
                  Khoury