EXHIBIT 10.7
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TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT (the "Agreement") is made and entered into
effective as of December 30, 2005, by and between TREY RESOURCES, INC., a
Delaware corporation (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 (the "Equity Line of Credit Agreement"); a Registration Rights
Agreement (the "Registration Rights Agreement"); an Escrow Agreement (the
"Escrow Agreement"); and a Placement Agent Agreement (the "Placement Agent
Agreement"), all of which are dated January 27, 2005 (collectively, the Equity
Line of Credit Agreement, the Registration Rights Agreement, the Escrow
Agreement and Placement Agent Agreement are referred to as the "Transaction
Documents").
NOW, THEREFORE, in consideration of the promises and the mutual
promises, conditions and covenants contained herein and in the Transaction
Documents and other good and valuable consideration, receipt of which is hereby
acknowledged, the parties hereto agree as follows:
1. Termination. Each of the parties to this Agreement hereby
terminate 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 the Transaction Documents.
2. Structuring Fees. The Investor shall retain all structuring
fees.
3. Fees. The Investor shall retain any and all fees previously paid
under the Transaction Documents.
IN WITNESS WHEREOF, the parties have signed and delivered this
Termination Agreement on the date first set forth above.
TREY RESOURCES, INC. CORNELL CAPITAL PARTNERS, LP
By: ____________________ By: Yorkville Advisors, LLC
Name: Xxxx Xxxxxx Its: General Partner
Title: President & CEO
By: ____________________
Name: Xxxx X. Xxxxxx
Title: Portfolio Manager
