TERMINATION AGREEMENT
EXHIBIT
99.1
THIS
TERMINATION AGREEMENT (the
“Agreement”)
is
made and entered into effective as of August ___, 2005, by and
among,
BSI2000, INC.,
incorporated and
existing under the laws of the State of Delaware (the “Company”),
and
CORNELL
CAPITAL PARTNERS, LP,
a
Delaware limited partnership (the “Investor”).
RECITALS:
WHEREAS,
the
Company and the Investor entered into an equity line of credit agreement
dated
as of October 31, 2003 (the “Equity
Line of Credit Agreement”),
a
registration rights agreement dated as of October 31, 2003 (the “Registration
Rights Agreement”),
an
escrow agreement dated as of October 31, 2003 (the “Escrow
Agreement”)
and a
placement agent agreement dated as of October 31, 2003 (the “Placement
Agent Agreement”);
and
WHEREAS,
the
Company issued and sold to the Investor as provided in that certain Equity
Line
of Credit Agreement dated October 31, 2003 by and between the Company and
the
Investor, and the Investor purchased from the Company up to Fifteen Million
Dollars ($15,000,000) of the Company’s common stock, par value $0.001 per
share.
NOW,
THEREFORE, for
and
in consideration of the foregoing premises, the promises, conditions and
covenants contained herein and in the Transaction Documents (defined below),
and
for other good and valuable consideration, the receipt and adequacy of which
is
hereby acknowledged, the parties hereto agree as follows:
1. Transaction
Documents.
The
Equity Line of Credit Agreement, the Registration Rights Agreement, the Escrow
Agreement and the Placement Agent Agreement shall be collectively referred
to as
the “Transaction
Documents.”
2. Termination.
Each of
the parties to this Agreement hereby terminates the Transaction Documents
and
the respective rights and obligations contained therein. As a result of this
provision, none of the parties shall have any rights or obligations under
or
with respect to any of the Transaction Documents.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
IN
WITNESS WHEREOF,
the
parties have signed and delivered this Termination Agreement on the date
first
set forth above.
| BSI2000, INC. | ||
| By: |
|
|
| Name: Xxxx Xxxxxx | ||
| Title: President and Chief Executive Officer | ||
| CORNELL CAPITAL PARTNERS, LP | ||
| By: Yorkville Advisors, LLC | ||
| Its: General Partner | ||
| By: |
|
|
| Name: Xxxx X. Xxxxxx | ||
| Title: Portfolio Manager | ||
2
