Exhibit
      10.33

    


    [GLOWPOINT
      LETTERHEAD]

    


    


    April
      6,
      2006

    


    David
      Trachtenberg

    Glowpoint,
      Inc.

    225
      Long
      Avenue

    Hillside,
      NJ 07025

    


    Re:
      Separation
      Agreement Including A General Release

     

    Dear
      David:

    


    In
      response to discussions you initiated, this letter sets forth the terms of
      our
      agreement with respect to your voluntary separation from employment with
      Glowpoint ( “Glowpoint”).

    


    Your
      final date of active employment with Glowpoint will be April 28, 2006 (the
      "Separation Date"). As of the Separation Date, except as specifically provided
      in this Agreement, all compensation, including bonuses, and all other benefits
      and perquisites of employment will cease. Upon the Separation Date, you will
      have no unused vacation time that you have accrued during 2006.

    


    Effective
      as of the date you sign this Agreement (the “Signature Date”), you will step
      down as President and Chief Executive Officer of Glowpoint and resign from
      Glowpoint’s Board of Directors. From the Signature Date through the Separation
      Date, you will act as a consultant to Glowpoint to the extent requested by
      Glowpoint to assist in the transition to the new management team led by Michael
      Brandofino as Glowpoint’s next President and Chief Executive Officer. During
      this consultancy period, as afterwards, you will be permitted to look for other
      employment and to consult for other entities to the extent such activities
      are
      not prohibited by Section 6 of the Employment Agreement dated October 3, 2003
      between you and Glowpoint.

    


    You
      may
      elect to continue your medical coverage at the prevailing active employee
      rate(s) as provided by the Consolidated Omnibus Budget Reconciliation Act of
      1986 (“COBRA”). Additional information concerning your COBRA rights will be
      provided separately.

    


    Following
      the Effective Date (as defined below), you will receive:

    


    (i)
      on
      the first business day after the Effective Date, a lump-sum payment in the
      gross
      amount of $250,000.00, less authorized and required deductions;

    


    (ii)
      four
      additional payments, each in the gross amount of $62,500.00, less authorized
      and
      required deductions, on or before July 31, 2006, October 31, 2006, January
      31,
      2007, and March 15, 2007, respectively;

    


    (iii)
      on
      the first business day after the Effective Date, accelerated vesting of 120,000
      shares of restricted Glowpoint common stock granted to you pursuant to your
      Employment Agreement dated October 3, 2003 and the Restricted Stock Award of
      the
      same date;

    


    (iv)
      effective as of the first business day after the Effective Date, the
      post-termination exercise period for the options to purchase Glowpoint common
      stock that you then hold will be extended by 90 days for a total
      post-termination exercise period of 180 days;

    


    (v)
      if
      you timely elect COBRA continuation of your medical insurance, Glowpoint will
      reimburse you for the COBRA premiums necessary to continue this coverage until
      the earlier of the date you receive medical insurance coverage from another
      source or April 30, 2007;


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    


    (vi)
      after the removal by a Glowpoint representative of Glowpoint information, the
      laptop computer, printer, and monitor currently in your Glowpoint
      offices;

    


    (vii)
      a
      final copy of the press release regarding your departure in the form attached
      as
      Exhibit A; and

    


    (viii)
      at
      the sole and binding discretion of Glowpoint’s Board of Directors, consideration
      for the possible award of additional restricted shares of Glowpoint common
      stock
      upon closure before December 31, 2006 of a “Project Lisa” deal.

    


    The
      benefits described above shall be referenced in this Agreement collectively
      as
      the "Separation Benefits."

    


    In
      exchange for Glowpoint providing you with the Separation Benefits, and for
      other
      good and valuable consideration, you hereby waive all claims against Glowpoint,
      and release and discharge Glowpoint, its affiliated, related, parent or
      subsidiary corporations, and their present and former directors, shareholders,
      legal representatives, officers, and employees from liability for any claims
      or
      damages you may now have or ever have had against Glowpoint or any of them,
      whether known or unknown, including, but not limited to, any alleged violation
      of the Age Discrimination in Employment Act, as amended, the Older Worker
      Benefits Protection Act; Title VII of the Civil Rights of 1964, as amended;
      Sections 1981 through 1988 of Title 42 of the United States Code; the Civil
      Rights Act of 1991; the Equal Pay Act; the Americans with Disabilities Act;
      the
      Rehabilitation Act; the Family and Medical Leave Act; the Fair Labor Standards
      Act; the Employee Retirement Income Security Act of 1974, as amended (excluding
      claims for accrued, vested benefits under any employee benefit plan of Glowpoint
      in accordance with the terms of such plan and applicable law); the Worker
      Adjustment and Retraining Notification Act; the National Labor Relations Act;
      the Fair Credit Reporting Act; the Occupational Safety and Health Act; the
      Uniformed Services Employment and Reemployment Act; the Employee Polygraph
      Protection Act; the Immigration Reform Control Act; the retaliation provisions
      of the Sarbanes-Oxley Act of 2002; the New Jersey Law Against Discrimination;
      the New Jersey Conscientious Employee Protection Act; the New Jersey Family
      Leave Act; the New Jersey Wage and Hour Law; the New Jersey Equal Pay Law;
      the
      New Jersey Occupational Safety and Health Law; the New Jersey Smokers’ Rights
      Law; the New Jersey Genetic Privacy Act; the New Jersey Fair Credit Reporting
      Act; the retaliation provisions of the New Jersey Workers’ Compensation Law (and
      including any and all amendments to the above) and/or any other alleged
      violation of any federal, state or local law, regulation or ordinance, and/or
      contract or implied contract or tort law or public policy claim, having any
      bearing whatsoever on your employment by and the termination of your employment
      with Glowpoint, including, but not limited to, any claims asserting wrongful
      termination or discharge, breach of contract, negligent or intentional
      infliction of emotional distress, negligent or intentional misrepresentation,
      negligent or intentional interference with contract, fraud, disparagement,
      defamation, or claims for back pay, vacation pay, sick pay, severance, wage,
      commission or bonus payment, attorneys’ fees, costs, expenses and/or future wage
      loss. Nothing in this paragraph shall be deemed to effect any existing rights
      you may have to indemnification as an Officer and Director of
      Glowpoint.

    


    You
      agree
      not to disclose any confidential or proprietary information or know-how
      belonging to Glowpoint or acquired by you during your employment with Glowpoint
      as described in the Confidentiality and Non-Disclosure Undertaking (“Proprietary
      Agreement”) contained in the Glowpoint Employee Handbook. You acknowledge that
      the Proprietary Agreement remains in effect after your employment with Glowpoint
      ends. You understand and agree that this Agreement shall be maintained in strict
      confidence, and that you shall not disclose this Agreement or any of its terms
      to any other person unless required by law. The only disclosures excepted by
      this paragraph are: (i) as may be required by court order or subpoena and after
      notice as provided for below; and (ii) you may disclose confidential information
      regarding this Agreement to your attorneys, accountants or tax or financial
      advisors, and significant other, provided that you make each such person aware
      of the confidentiality provisions of this paragraph and each agrees to keep
      such
      information confidential. You further agree not to solicit or initiate any
      demand by others not party to this Agreement for disclosure of any or all of
      the
      confidential information described above. You agree that, in the event you
      are
      served with legal process purporting to require a disclosure of any such
      confidential information, that, unless required by law, you: (i) will make
      no
      such disclosure until Glowpoint has had a reasonable opportunity to contest
      the
      right of the requesting person or entity to such disclosure; and (ii)
      immediately upon your receipt of such process or request to testify or produce
      documents (and no later than five (5) days before you are required to testify
      and/or produce documents), you will ensure that Glowpoint receives written
      notification and copies of all legal papers and documents served upon
      you.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    You
      agree
      that with reference to your past relationship with Glowpoint, you shall not
      disparage or denigrate Glowpoint or any person or entity known by you to be
      an
      affiliate, agent, officer, director or employee of Glowpoint.

    


    You
      represent and warrant that, as of the Separation Date, you will have returned
      to
      Glowpoint all Glowpoint property (including without limitation, keys to all
      offices and facilities, mobile telephones, employee handbooks, business cards,
      client files, corporate credit cards, telephone calling card, files, sales
      material) in your possession, except for the laptop computer, printer, and
      monitor as described above, and you will not have retained any reproductions
      of
      these items.

     

    You
      represent and warrant that you are not aware of any material non-public
      information concerning Glowpoint, its business or its affiliates that you have
      not disclosed to the Board of Directors of Glowpoint prior to the date of this
      Agreement or that is required to be disclosed by Glowpoint in its filings under
      the Securities Exchange Act of 1934 with the Securities and Exchange Commission
      (“SEC”) and that has not been so disclosed. Additionally, you agree to make
      yourself available for and cooperate truthfully and fully in consultations
      with
      Glowpoint and its advisors and the SEC) and other governmental agencies at
      reasonable times, upon reasonable notice, and without additional compensation
      (except reimbursement for reasonable travel and other out-of-pocket expenses)
      regarding issues related in any way to the ongoing informal SEC investigation
      and/or any related investigation of Glowpoint.

     

    You
      acknowledge that all your agreements and warranties above are material terms
      of
      the Agreement without which Glowpoint would not provide the payments and other
      benefits discussed in this Agreement. In addition to any other remedy available
      to Glowpoint, in the event that you file a lawsuit or administrative charge
      relating to any claim released in this Agreement or violate one or more of
      these
      agreements and warranties, you agree that any remaining payment obligations
      from
      Glowpoint to you are null and void and, to the maximum extent permitted by
      law,
      that you must return to Glowpoint all sums paid and other consideration granted
      to you pursuant to this Agreement.

     

    The
      making of this Agreement is not intended, and shall not be construed, as an
      admission that Glowpoint has violated any federal, state or local law, ordinance
      or regulation, breached any contract, or committed any wrong whatsoever against
      you. You and Glowpoint agree that this Agreement may be used as evidence only
      in
      a subsequent proceeding in which any of the parties alleges a breach of this
      Agreement

     

    This
      Agreement contains the entire agreement between you and Glowpoint regarding
      the
      termination of your employment, and supersedes and terminates any and all
      previous agreements and understandings between you and Glowpoint, whether
      written or oral, except that Sections Four through Six of the Employment
      Agreement dated October 3, 2003 between you and Glowpoint shall remain in full
      force and effect. This Agreement may not be changed orally, and no modification,
      amendment or waiver of any of the provisions contained in this Agreement, nor
      any future representation, promise or condition in connection with the subject
      matter of this Agreement shall be binding upon either party unless made in
      writing and signed by such party. You acknowledge that Glowpoint has made no
      promises, commitments or representations to you other than those set forth
      in
      this Agreement, and that you have not relied upon any statement or
      representation made by or behalf of Glowpoint with respect to the basis or
      effect of this Agreement or otherwise.

     

    This
      Agreement is binding upon, and shall inure to the benefit of, the parties and
      their respective heirs, executors, administrators, successors, and assigns,
      including Glowpoint’s successor entity in the event of a sale or other change in
      control of Glowpoint.

     

    It
      is
      understood that you will have twenty-one days to consider the terms of this
      Agreement (although you need not use all twenty-one days). During the twenty-one
      day period and before signing below, you should consult with an attorney
      regarding the terms of this Agreement, at your own expense. You agree that
      if
      you execute this Agreement before the end of the twenty-one day period, such
      early execution was completely voluntary, and that you had ample time in which
      to review this Agreement with your attorney. You acknowledge that you have
      elected to sign this Agreement voluntarily. Your signature below indicates
      that
      you are entering into this Agreement freely, knowingly and voluntarily, with
      a
      full understanding of its terms. You also will have seven days to revoke this
      Agreement after you sign this Agreement by providing me with written notice
      of
      your desire to revoke this Agreement (delivered by hand or by registered or
      certified mail, return receipt requested), provided such writing is received
      by
      me no later than 11:59 p.m. on the seventh day after your execution of this
      Agreement. This Agreement will not become fully effective and enforceable until
      the eighth day after you have signed it (the “Effective Date”). You understand
      that your acceptance of the Separation Benefits at any time more than seven
      days
      after you sign this Agreement confirms that you did not revoke your assent
      to
      this Agreement and, therefore, that it is fully effective and
      enforceable.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    


    Finally,
      by your signature below, you acknowledge each of the following: (a) that you
      have read this Agreement or have been afforded every opportunity to do so;
      (b)
      that you are fully aware of the Agreement’s contents and legal effect; and (c)
      that you have chosen to enter into this Agreement freely, without coercion
      and
      based upon your own judgment and not in reliance upon any promises made by
      Glowpoint or any of its representatives other than those contained in this
      letter.

     

    This
      Agreement shall be governed by the laws of the State of New Jersey and the
      parties in any action arising from this Agreement shall be submitted to
      arbitration that will be held in New York, New York, before a mutually agreed
      upon single arbitrator licensed to practice law and on the
      employment-arbitration panel of the American Arbitration Association (“AAA”),
      International Institute for Conflict Prevention & Resolution (“CPR”), and/or
      JAMS. The arbitrator shall follow the rules and procedures then in effect for
      the panel provider (either AAA, CPR, or JAMS) from which he/she has been
      selected; and he/she shall have authority to award or grant legal, equitable,
      and declaratory relief. Such arbitration shall be final and binding on the
      parties.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    If
      this
      letter comports with your understanding of our Agreement, please sign on the
      line provided below and return the original via overnight mail to me in a
      confidential envelope.

     

    
      	 	
              Sincerely,

            
	 	 	 
	 	
              /s/
                Michael Brandofino

            
	 	 	 
	 	
              Glowpoint,
                Inc.

            
	 	
              By:

            	
               Michael
                Brandofino

            


    

    


    I
      have
      read and understand the Agreement above and agree to be bound by its terms
      and
      conditions.

     

    


    


    


    
      	
              /s/
                DTrachtenberg

            	 	
              Dated:
                4/6/06            

            
	
              David
                Trachtenberg