“Providing
      Mobile Solutions at the Intersection of Communities and
      Brands”

    


    December
      6, 2007

    


    Mr.
      Shubhro Sen

    Via
      Hand Delivery

    


    Dear
      Shubhro,

    


    This
      letter agreement (this “Agreement”)
      memorializes our mutual agreement to terminate your employment pursuant to
      that
      certain letter agreement, dated August 12, 2006, as amended by that certain
      letter agreement, dated July 26, 2007 (collectively, the “Employment
      Agreement”),
      effective December 6, 2007.

    


    By
      signing below, you and g8wave Holdings, Inc. (the “Company”)
      hereby
      agree to the provisions set forth below, including, the
      release of claims set forth in Section 3. 

    


    
      	 	
              1.

            	
              Termination
                Date
                -
                Your employment with the Company shall terminate effective December
                6,
                2007 (the “Termination
                Date”).
                As of the Termination Date, all amounts payable by the Company to
                you
                pursuant to the Employment Agreement shall terminate, except that
                you will
                be entitled to receive any salary (but not bonus) and unused vacation
                time
                accrued through the Termination Date (the “Accrued
                Compensation”).
                A check for the Accrued Compensation accompanies this Agreement.
                In
                addition, effective as of the Termination Date, any benefits you
                currently
                have under Company-provided benefit plans, programs, or practices
                will
                terminate, except as required by federal or state law, or as otherwise
                described below. 

            


    

     

    
      	 	
              2.

            	
              Description
                of Severance Benefits
                -
                In return for your timely execution, non-revocation,
                and return of this Agreement, including the release of claims below,
                the
                Company agrees to provide you with the severance benefits outlined
                below
                (collectively, the “Severance
                Benefits”):

            


    

     

    
      	 	
              a)

            	
              Severance
                Pay.
                The Company agrees to pay you severance pay in the form of base salary
                continuance through December 28, 2007. The Severance Pay shall be
                subject
                to all applicable local, state and federal taxes and withholdings
                and will
                be paid to you on the eighth day following your timely return of
                the
                executed Agreement.
                You will not be eligible for, nor shall you have a right to receive,
                any
                payments from the Company following the Termination Date other than
                the
                Severance Pay.
                In
                addition, for a period of six (6) months following your Termination
                Date,
                the Company will maintain your existing health insurance and dental
                insurance coverages, fund seventy-five percent (75%) of the monthly
                health
                insurance premium and fund one hundred percent (100%) of the monthly
                dental insurance premium. Your contribution amount will be deducted
                from
                your Severance Pay.

            


    

     

    
      	 	
              b)

            	
              Restricted
                Stock Units.
                The Company agrees to accelerate the vesting of the restricted stock
                units
                granted to you pursuant to that certain Restricted Stock Unit Agreement,
                dated August 20, 2007 (the “RSU
                Agreement”)
                by thirteen and three-quarter months. The end result being that you
                will
                be fully in restricted stock units covering 110,000 shares of the
                Company’s common stock. 

            


    

    
       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              3.

            	
              Release -
                In consideration of the Severance Benefits, which you acknowledge
                you
                would not otherwise be entitled to receive, you (on behalf of yourself,
                your agents, assignees, attorneys,
                successors, assigns, heirs and executors) hereby fully, forever,
                irrevocably and unconditionally release, remise and discharge the
                Company,
                including, but not limited to, its affiliates, subsidiaries, parent
                companies, predecessors and successors and all of their respective
                past
                and present officers, directors, stockholders, partners, members,
                employees, agents, representatives, plan administrators, attorneys,
                insurers and fiduciaries (each
                in their individual and corporate capacities) (collectively,
                the “Released
                Parties”)
                from any and all claims, charges, complaints, demands, actions, causes
                of
                action, suits, rights, debts, sums of money, costs, accounts, covenants,
                contracts, agreements, promises, doings, omissions, damages, executions,
                obligations, liabilities, and expenses (including attorneys’ fees and
                costs) of every kind and nature which you ever had or now have, whether
                known or unknown to you, including without limitation all claims
                arising
                out of or relating to your employment with or separation from the
                Company,
                all employment discrimination claims under Title VII of the Civil
                Rights
                Act of 1964, 42 U.S.C. §2000e et
                seq.,
                the Americans With Disabilities Act of 1990, 42 U.S.C., §12101
                et seq.,
                the
                Age Discrimination in Employment Act, 29 U.S.C. §621 et seq.;
                the Family and Medical Leave Act of 1993, 29 U.S.C. §2601 et seq.,
                the Massachusetts Fair Employment Practices Act, M.G.L. c.151B, §1
                et seq.;
                and any and all other similar applicable federal and state statutes,
                all
                as amended; all claims arising out of the Fair Credit Reporting Act,
                15
                U.S.C. §1681 et seq.;
                the Employee Retirement Income Security Act of 1974 (“ERISA”),
                29 U.S.C. §1001 et seq.;
                the Massachusetts Civil Rights Act, M.G.L. c.12 §§11H and 11I; the
                Massachusetts Equal Rights Act, M.G.L. c.93 §102 and M.G.L. c.214, §1C;
                the Massachusetts Labor and Industries Act, M.G.L. c. 149, §1 et seq.;
                the Massachusetts Privacy Act, M.G.L. c.214, §1B, and the Massachusetts
                Maternity Leave Act , M.G.L. c. 149, §105(d), all
                as amended; all common law claims including, but not limited to,
                actions
                in tort, defamation and breach of contract; all claims to any non-vested
                ownership interest in the Company, contractual or otherwise, including,
                but not limited to, claims to stock or stock options; and any claim
                or
                damage arising out of your employment with or separation from the
                Company
                (including a claim for retaliation) under any common law theory or
                any
                federal, state or local statute or ordinance not expressly referenced
                above;
                provided, however, that nothing in this Agreement prevents you from
                filing, cooperating with, or participating in any proceeding before
                the
                EEOC or a state or federal Fair Employment Practices Agency (except
                that
                you acknowledge that you may not be able to recover any monetary
                benefits
                in connection with any such claim, charge or proceeding). To
                ensure that the release in this section is fully enforceable in accordance
                with its terms, you agree to waive any protection that may exist
                under any
                statute and under any principle of common law of the United States
                or any
                and all States.

            


    

     

    
      	 	
              4.

            	
              Post-Termination
                Obligations -
                Effective as of the Termination Date, the Employment Agreement shall
                terminate and no longer have any force or effect, except that the
                following provisions of the Employment Agreement shall survive: Sections
                8
                (Confidentiality), 9 (Covenant Not to Compete), 10 (Assignment of
                Inventions), 11 (Non-Solicitation), 13 (Taxes), and 14 (Entire Agreement).
                In the event of a conflict between the Employment Agreement and this
                Agreement, the terms of this Agreement shall control to the extent
                of such
                conflict.

            


    

    
       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              5.

            	
              Return
                of Company Property
                -
                You represent and confirm that you will immediately return to
                the Company all Company property and equipment in your possession
                or
                control, including, but not limited to, keys, files, equipment (including,
                but not limited to, computer hardware, software and printers, wireless
                handheld devices, cellular phones, and pagers), identification badges,
                customer information, customer lists, employee lists, Company files,
                notes, contracts, records, business plans, financial information,
                specifications, computer-recorded information, tangible property,
                and any
                other materials of any kind which contain or embody any proprietary
                or
                confidential material of the Company (including all reproductions).
                You
                also agree to leave intact all electronic Company documents, including
                those that you developed or helped develop during your employment.
                You
                further agree to immediately cancel upon receipt of this Agreement
                all
                accounts for your benefit, if any, in the Company’s name including, but
                not limited to, credit cards, telephone charge cards, cellular phone
                accounts, pager accounts, and computer accounts.
                

            


    

     

    
      	 	
              6.

            	
              Business
                Expenses
                -
                Your reimbursable expenses which were incurred prior to the Termination
                Date and for which you have submitted documentation reasonably acceptable
                to the Company and which are approved by the Company will be paid
                to you
                via electronic transfer no later than December 28,
                2007.

            


    

     

    
      	 	
              7.

            	
              Non-Disparagement
                -
                You understand and agree that, as a condition for payment to you
                of the
                Severance Benefits, you shall not at any time make any false, disparaging,
                derogatory or defamatory statements in public or in private regarding
                the
                Company or any of the other Released Parties, or regarding the Company’s
                business affairs, business prospects and financial condition to
                any party, including, but not limited to, any media outlet, industry
                group, financial institution, educational institution or current
                or former
                employee, consultant, client or customer of the
                Company.

            


    

     

    
      	 	
              8.

            	
              Confidentiality
                -
                To the extent permitted by law, you understand and agree that the
                terms
                and contents of this Agreement, and the contents of the negotiations
                and
                discussions resulting in this Agreement, shall be maintained as
                confidential by
                you and your representatives,
                and shall not be disclosed to any third party, except to the extent
                required by federal or state law, the rules and regulations of the
                Securities Exchange Commission, in
                response to a lawful subpoena,
                or
                as otherwise agreed to in writing by an authorized agent for the
                Company.

            


    

     

    
      	 	
              9.

            	
              Age
                Discrimination in Employment Act
                -
                This
                Agreement is intended to comply with the Older Workers Benefit Protection
                Act of 1990 with regard to your waiver of claims under the Age
                Discrimination in Employment Act ("ADEA").

            


    

     

    
      	 	
              a)

            	
              You
                are specifically waiving rights and claims under the
                ADEA.

            


    

     

    
      	 	
              b)

            	
              The
                waiver of rights under the ADEA does not extend to any rights or
                claims
                arising after the date you execute this
                Agreement.

            


    

     

    
      	 	
              c)

            	
              You
                acknowledge that you have been advised to consult with an attorney
                before
                executing this Agreement and that you have had the opportunity to
                consult
                an attorney of your choice with respect to all terms and conditions
                of
                this Agreement and to have the advice of counsel with respect to
                your
                decision to enter into and sign this
                Agreement.

            


    

    
       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              d)

            	
              You
                acknowledge that you are entering into this Agreement of your own
                free
                will.

            


    

     

    
      	 	
              e)

            	
              You
                acknowledge that the Company offered you twenty-one (21) days to
                consider
                the terms and conditions of this Agreement, to consult with counsel
                of
                your choice, and to decide whether to enter into and sign this Agreement,
                although you may return the Agreement before that time, if you so
                desire.  

            


    

     

    
      	 	
              10.

            	
              Resignation - By
                signing below, you are hereby resigning from any and all positions
                as an
                officer, director, or employee that you held with the Company or
                any of
                its subsidiaries.

            


    

     

    
      	 	
              11.

            	
              COBRA
                -
                You may be eligible to continue to
                receive group medical and dental insurance pursuant to the Consolidated
                Omnibus Budget Reconciliation Act of 1985 ("COBRA").
                If you are eligible for and elect continuation of group medical and
                dental
                insurance under COBRA, all group medical and dental insurance premium
                costs will be paid by you on a monthly basis for as long as, and
                to the
                extent that, you remain eligible under COBRA. You will receive additional
                information under separate cover regarding your rights under COBRA,
                if
                any.

            


    

     

    
      	 	
              12.

            	
              Amendment
                -
                This Agreement shall be binding upon the parties and may not be modified
                in any manner, except by an instrument in writing signed by the duly
                authorized representatives of the parties. This Agreement is binding
                upon
                and shall inure to the benefit of the parties and their respective
                agents,
                permitted assigns, heirs, executors, successors and
                administrators.

            


    

     

    
      	 	
              13.

            	
              Waiver
                of Rights
                -
                No delay or omission by the Company in exercising any right under
                this
                Agreement shall operate as a waiver of that or any other right. A
                waiver
                or consent given by the Company on any one occasion shall be effective
                only in that instance and shall not be construed as a bar or waiver
                of any
                right on any other occasion.

            


    

     

    
      	 	
              14.

            	
              Validity
                -
                Should any provision of this Agreement be declared or be determined
                by any
                court of competent jurisdiction to be illegal or invalid, the validity
                of
                the remaining parts, terms or provisions shall not be affected thereby
                and
                said illegal or invalid part, term or provision shall be deemed not
                to be
                a part of this Agreement.

            


    

     

    
      	 	
              15.

            	
              Nature
                of Agreement
                -
                You understand
                and agree that this Agreement is a severance agreement and does not
                constitute an admission of liability on the part of the
                Company.

            


    

     

    
      	 	
              16.

            	
              Voluntary
                Assent
                -
                You affirm that no other promises or agreements of any kind have
                been made
                to or with you by any person or entity whatsoever to cause you to
                sign
                this Agreement, and that you fully understand the meaning and intent
                of
                this Agreement. You state and represent that you have had an opportunity
                to review the terms of this Agreement with an attorney. You further
                state
                and represent that you have carefully read this Agreement, understand
                its
                contents, freely and voluntarily assent to all of its terms and
                conditions, and sign your name of your own free
                act.

            


    

    
       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              17.

            	
              Applicable
                Law
                -
                This Agreement shall be interpreted and construed by the laws of
                the
                Commonwealth of Massachusetts, without regard to conflict of laws
                provisions. You hereby irrevocably submit to and acknowledge and
                recognize
                the jurisdiction of the courts of the Commonwealth of Massachusetts,
                or if
                appropriate, a federal court located in Massachusetts (which courts,
                for
                purposes of this Agreement, are the only courts of competent jurisdiction)
                over any suit, action or other proceeding arising out of, under or
                in
                connection with this Agreement or its subject
                matter.

            


    

     

    
      	 	
              18.

            	
              Entire
                Agreement
                -
                This Agreement contains and constitutes the entire understanding
                and
                agreement between the parties with respect to your severance benefits
                and
                the release of claims against the Company and cancels all previous
                oral
                and written negotiations, agreements, commitments or writings in
                connection therewith.

            


    

     

    If
      you
      are in agreement with the foregoing, please return all pages of this letter
      to
      Habib Khoury or fax to William Duke at 617-450-8786. If you have any questions
      about the matters covered in this letter, please feel free to contact
      me.

     

    Sincerely,

     

    G8WAVE
      HOLDINGS, INC.

     

    
      
        	
                By,

              	
                /s/
                  Habib
                  Khoury                                     
                  

              	 
	
                 

              	
                Habib
                  Khoury 

              	 
	
                 

              	
                President
                  and Chief Executive Officer

              	 


      

    

     

    I
      hereby
      agree to the terms and conditions set forth above. I have been given at least
      twenty-one (21) days to consider this Agreement and I have chosen to execute
      this on the date below. I intend that this Agreement will become a binding
      agreement between me and the Company.

     

    

      
        	/s/
Shubhro
                Sen	 	
                Date:

              	
                December
                  27,  

              	
                 2007

              


      

    

     

    Shubhro
      Sen