Separation Agreement

This Separation Agreement (“Agreement”) is entered into by and between Randall P. Marx ("Marx”) 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 January 31, 2008;

Whereas, that Employment Agreement provides for Marx’s continued employment through December 31, 2009, with the possibility of three additional one-year extensions thereafter and severance pay of twenty additional months upon immediate termination;

Whereas, ARC Wireless wishes to allow Marx’s employment to end prior to then, and although Marx 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 and any extensions thereafter, as provided in his Employment Agreement, para. 2, ARC Wireless and Marx agree that his employment will end and that he will resign as Chief Executive Officer and a director of ARC Wireless effective November 18, 2008 (the “Resignation Date”).  Marx 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. Marx further represents that during his employment, he did not commit any fraudulent acts.

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, para. 2.4, 4.1, and 7.3.1, Marx will instead be paid a total of $327,500 of wages over the next 6 months in equal installments.  Marx will not receive a salary increase in 2009; nor will he receive any bonus payment for 2008 or 2009.  He also will not receive any payments for accrued vacation.  ARC Wireless will pay those wages to Marx on ARC Wireless’ regular pay periods.

3.         In lieu of health insurance for the entire term of his employment and any extensions thereafter, plus the additional eighteen months of coverage provided for in his Employment Agreement, para. 7.3.2 and 7.4.5, ARC Wireless will instead continue to provide Marx and his dependents, if any, with health insurance coverage through December 31, 2009.  It is understood that ARC Wireless may do so, if Marx 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 Marx and his dependents, if any, through December 31, 2009.

4.         Marx shall submit to ARC Wireless any business expenses for reimbursement within sixty days after the Resignation Date, as provided for in his Employment Agreement, para. 5.  These expenses are approximately $7,000 in total.

5.         ARC Wireless agrees that Marx will be released from the obligations referred to in his Employment Agreement, para. 11 (entitled “Non-Compete”) on January 1, 2010.  If ARC Wireless completes a sale of its Antenna Division prior to January 1, 2010, ARC Wireless may elect to release Marx from the Non-Compete obligations at that time.

6.         Both Parties agree to cooperate with the other to effectuate this Agreement.  Specifically, Marx 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 Marx’s restrictions on his stock certificates at such time that Marx might elect and that such removal is authorized by applicable laws and regulations.

7.         Marx’s Release and Covenant Not To Sue: In consideration for the benefits described herein and for other good and valuable consideration, Marx, 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, oc