UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): ~~December~~January 226, ~~2009~~2010

BETAWAVE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	333-131651	20-2471683
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

706 Mission Street, 10th Floor, San Francisco, California		94103
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (415) 738-8706

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 51.0201 ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

On ~~December~~January 226, ~~2009~~2010, inBetawave ~~connection~~Corporation ~~with~~ (the ~~previously-announced~~“Company”) ~~termination~~and ~~of employment~~Silicon ofValley ~~Matt Freeman as Chief Executive Officer of Betawave Corporation~~Bank (~~the~~ “~~Company~~SVB”), ~~the Company~~ entered into a ~~Separation~~First ~~Agreement~~Amendment to Amended and ~~Mutual~~Restated Loan and Security ~~Release~~Agreement (the “~~Separation Agreement~~Amendment”) ~~with Mr~~. ~~Freeman.~~The ~~Under~~Amendment amended the ~~terms~~Amended ofand ~~the~~Restated Loan ~~Separation~~and Security Agreement, ~~Mr.~~dated ~~Freeman~~as ~~will~~of ~~receive~~November a25, ~~severance~~2009 ~~payment~~ (in the ~~form of~~“A&R ~~a salary continuation~~Loan Agreement”), ~~equal~~between tothe ~~one~~Company ~~year’s~~and ~~base~~SVB ~~salary~~to, ~~which~~among isother ~~subject~~things, ~~to reduction~~extend ~~to six months’ base salary if Mr. Freeman finds subsequent employment~~the ~~prior~~maturity todate ~~the expiration~~ of the ~~twelve~~A&R ~~month~~Loan ~~period.~~Agreement ~~Mr.~~from ~~Freeman~~January ~~will also receive a one-time payment of $75~~31,~~000~~ ~~payable~~2010 ~~prior~~ to ~~December~~March 311, 2010. A ~~In addition,~~description of the ~~stock~~A&R ~~options~~Loan ~~previously~~Agreement ~~granted~~was ~~to Mr. Freeman will continue to~~previously ~~vest~~included ~~through~~in ~~November~~the ~~30,~~Company’s ~~2010. These~~Current ~~options,~~Report toon ~~the~~Form ~~extent unexercised,~~8-K ~~will~~filed ~~expire~~ on November 30, ~~2011. The Separation Agreement contains~~ ~~a mutual release of claims and a provision regarding non-disparagement~~2009.

The foregoing description of the ~~Separation~~Amendment ~~Agreement~~ does not purport to be complete and is qualified in its entirety by reference to the full text of the ~~Separation~~ ~~Agreement~~Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

The following ~~exhibits~~exhibit ~~are~~is attached to this Current Report on Form 8-K:

Exhibit		Description
10.1		~~Separation~~First ~~Agreement~~Amendment to Amended and ~~Mutual~~Restated ~~Release~~Loan and Security Agreement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: ~~December~~February 81, ~~2009~~2010 BETAWAVE CORPORATION By: /s/ Tabreez Verjee Name: Tabreez Verjee Title: President &and Interim ~~CEO~~Chief Executive Officer

EXHIBIT INDEX

Exhibit		Description
10.1		~~Separation~~First ~~Agreement~~Amendment to Amended and ~~Mutual~~Restated ~~Release~~Loan and Security Agreement

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