Separation Agreement

This Separation Agreement (“Agreement”) is entered into by and between Richard L. Anderson ("Anderson”) and ARC Wireless Solutions, Inc., a Utah corporation ("ARC Wireless"), who are collectively referred to hereinafter as “the Parties.”

Whereas , the Parties entered into an Employment Agreement, dated November 1, 2007;

Whereas, that Employment Agreement provides for Anderson’s continued employment through December 31, 2010, and severance pay of fifteen additional months upon immediate termination;

Whereas, ARC Wireless wishes to allow Anderson’s employment to end prior to then, and although Anderson is intent upon finishing out his employment and recovering severance pursuant to his Employment Agreement, he is also willing, in furtherance of ARC Wireless’ business interests, to enter into this Agreement instead;

Now, therefore , the Parties, for and in consideration of the mutual releases, and agreements contained below, agree to this Agreement.

1.         In lieu of continuing to work for the entire term of his employment, ARC Wireless and Anderson agree that his employment will end and that he will resign as Executive Vice President of ARC Wireless and as the representative of the Plan Administrator of the ARC Wireless Solutions, Inc. 401(k) Plan, effective November 26, 2008 (the “Resignation Date”).  Anderson represents that on or before the Resignation Date, he returned all property of ARC Wireless and all copies, excerpts or summaries thereof in his possession, custody or control. Anderson further represents that during his employment, he did not commit any fraudulent acts.  Anderson and ARC Wireless agree that Anderson will have until December 1, 2008, to clean out his office.

2.         In lieu of receiving wages for the entire term of his employment and any extensions thereafter, plus the additional severance thereafter provided for in his Employment Agreement, Anderson will instead be paid a total of $120,000 of wages over the next 6 months in equal installments.  ARC Wireless will pay those wages to Anderson on ARC Wireless’ regular pay periods.

3.         In lieu of health insurance for the entire term of his employment and any extensions thereafter, ARC Wireless will instead continue to provide Anderson and his dependents, if any, with health insurance coverage until June 30, 2009.  It is understood that ARC Wireless may do so, if Anderson is eligible for and chooses to elect health insurance coverage in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), by paying the premium payments for Anderson and his dependents, if any, until June 30, 2009.

4.         Anderson shall submit to ARC Wireless any business expenses for reimbursement within sixty days after the Resignation Date.

5.         Anderson will maintain his obligations referred to in his Employment Agreement, para. 10 (entitled “Non-Compete”).

6.         Both Parties agree to cooperate with the other to effectuate this Agreement.  Specifically, Anderson agrees to provide reasonable consultation services to ARC Wireless, upon request and reasonable notice, through December 31, 2009, and ARC Wireless agrees to cooperate reasonably with the removal of Anderson’s restrictions on his stock certificates at such time that Anderson might elect and that such removal is authorized by applicable laws and regulations.

7.         Anderson’s Release and Covenant Not To Sue: In consideration for the benefits described herein and for other good and valuable consideration, Anderson, on behalf of himself, his heirs, executors, attorneys, representatives and each of their successors and assigns, hereby forever releases ARC Wireless and its subsidiaries and affiliated entities and each such entity’s past and present officers, directors, shareholders, employees, members, agents, representatives and attorneys, and each of their respective predecessors, successors and assigns, from any and all claims, demands, suits, actions, charges or causes of action of any nature whatsoever, whether known or unknown, based on any act, omission, conduct, policy, practice, occurrence or incident up to and including the Resignation Date (“Claims”), including without limitation Claims relating in any way to his employment with ARC Wireless and the termination thereof.  This release includes without limitation Claims for discrimination, harassment, retaliation or any other unlawful act under Title VII of the Civil Rights Act of 1964, the Americans with Disa