SETTLEMENT AGREEMENT AND RELEASE

EXHIBIT 10.1

SETTLEMENT AGREEMENT AND RELEASE

This Settlement Agreement (“Agreement”) is made as of October 15, 2008 by and between GigaBeam Corporation, 4021 Stirrup Creek Drive, Suite 400, Durham, North Carolina 27703 (“Gigabeam”), and Portside Growth and Opportunity Fund, c/o Ramius LLC, 599 Lexington Avenue, 20 ^th Floor, New York, New York 10022 (“Portside”).  Gigabeam and Portside are sometimes referred to herein, individually, as a “Party,” and, collectively as the “Parties.”

WHEREAS, Portside commenced an action against  Gigabeam on August 3, 2007 in the United States District Court for the Southern District of New York, captioned Portside Growth and Opportunity Fund v. Gigabeam Corporation , bearing Index No. 07 Civ. 6990 (the “Action”);

WHEREAS, the Parties have engaged in settlement negotiations and have now reached an agreement, fully and finally compromising, settling, and resolving the disputes between the Parties relating to Portside’s claims as alleged in its complaint; and

WHEREAS, the Parties each have received the advice of counsel in the preparation, drafting, and execution of this Agreement, which was negotiated at arm’s length.

NOW, THEREFORE, in consideration of the mutual promises and representations herein contained, the undertakings herein set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.

Effective Date .  This Agreement will be effective on the date on which it has been executed by all Parties.

2.

General Release from Portside .  Effective upon the receipt of the funds and Shares due under paragraph 4, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Portside, its parents, subsidiaries, affiliates, officers, directors, attorneys, employees, shareholders, members, agents, representatives, business entities, partners, and successors in interest (for this section only, the “Releasors”) hereby releases and discharges Gigabeam, its parents, subsidiaries, affiliates, officers, directors, attorneys, employees, shareholders, members, agents, representatives, business entities, partners, and successors in interest (for this section only, the “Releasees”) from all actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims and demands whatsoever, whether known or unknown, in law or equity, of every kind and nature which against the Releasees, the Releasors ever had, now have, or hereafter can, shall, or may have, for, upon, or by reason of any matter, cause or thing whatsoever, from the beginning of the world to the day of the date of this RELEASE, except for the obligations of Gigabeam under this Agreement.

3.

General Release from Gigabeam .  For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Gigabeam, its parents, subsidiaries, affiliates, officers, directors, attorneys, employees, shareholders, members, agents, representatives, business entities, partners, and successors in interest (for this section only, the “Releasors”) hereby releases Portside, its parents, subsidiaries, affiliates, officers, directors, attorneys, employees, shareholders, members, agents, representatives, business entities, partners, and successors in interest (for this section only, the “Releasees”) from all actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims and demands whatsoever, whether known or unknown, in law or equity, of every kind and nature which against Releasees, the Releasors ever had, now have, or hereafter can, shall, or may have, for, upon, or by reason of any matter, cause or thing whatsoever, from the beginning of the world to the day of the date of this RELEASE, except for the obligations of Portside under this Agreement.

4.

Consideration .   In exchange for the general releases set forth above in Sections 2 and 3, as well as other valuable consideration, the Parties acknowledge and agree to the following:

Upon notice that both Parties have executed this Agreement, (I) (i) Portside shall promptly surrender to Gigabeam (1) any and all (but in no case less than 342) shares of Gigabeam Series B Preferred Stock held by Portside (the “Preferred Stock”), and (2) any and all warrants exercisable for Gigabeam Common Stock issued to Portside (the “Warrants”) and in exchange, (ii) Gigabeam shall, prior to October 31, 2008 and promptly upon receipt of the Preferred Stock and Warrants, issue and deliver to Portside all right, title and interest in and to 1,304,578 shares of Gigabeam Common Stock (the “Shares”) and (II) Gigabeam shall pay or cause to be paid to Portside by wire transfer of immediately available funds the sum of $99,000, to be paid in weekly installments beginning October 24, 2008 and each week thereafter on the Friday of that week unless such Friday is not a business day in which case the payment will be due on the following Monday.  Payments shall be as set forth in the following schedule:

  All outstanding cash will be due on February 27, 2009.  Gigabeam may, in its sole discretion, prepay all cash amounts due without penalty at any time.  Portside further agrees that, upon notice that both Parties have executed this Agreement, Gigabeam may cancel the Warrants. The exchange of the Preferred Stock and Warrants for the Shares is being made in reliance upon the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933 Act, as amended (the "Securities Act").   

5.

No Admission .  Nothing in this Agreement is intended to or may be construed in any manner as an admission by any of the Parties of any liability, wrongdoing, violation of law, or unlawful conduct whatsoever.  Neither this Agreement nor any of its provisions shall be offered or received in evidence against any Party in any action or proceeding, except an action or proceeding to enforce its terms.  The consideration offered herein is the full, final and complete settlement of all claims asserted or that might have been asserted by Portside against Gigabeam, or its parents, subsidiaries, affiliates, officers, directors, attorneys, employees, shareholders, members, agents, representatives, business entities, partners, and successors in interest.

6.

Stipulation of Discontinuance .  Upon the execution of this Agreement, the Parties shall execute and submit to the Court a Stipulation of Dismissal without Prejudice, without costs to any Party.  Upon the receipt of the funds and Shares due under paragraph 4, the Parties shall execute and submit