EXHIBIT 10.02
TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT (the "AGREEMENT") is made and entered into
effective as of December 14, 2005, by and between NANOSCIENCE TECHNOLOGIES, INC.
(the "COMPANY") and CORNELL CAPITAL PARTNERS, LP (the "INVESTOR").
RECITALS:
WHEREAS, the Company and the Investor entered into (i) a Standby Equity
Distribution Agreement (the "STANDBY EQUITY DISTRIBUTION AGREEMENT"); (ii) a
Registration Rights Agreement (the "REGISTRATION RIGHTS Agreement"); an Escrow
Agreement (the "ESCROW AGREEMENT"); and (iii) a Placement Agent Agreement (the
"PLACEMENT AGENT AGREEMENT") with ; all of which are dated December 13, 2004
(collectively, the Standby Equity Distribution Agreement, the Registration
Rights Agreement, and the Escrow Agreement, Placement Agent Agreement and the
Compensation Debenture 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 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 the Transaction Documents.
2. FEES. The Investor shall retain any and all fees set forth in
Section 12 of the Standby Equity Distribution Agreement, which have
previously been paid. The Investor shall retain the portion of the
commitment fee consisting of One Hundred Twenty Five Thousand
(125,000) shares of common stock of the Company, which shall have
"piggy-back" registration rights.
IN WITNESS WHEREOF, the parties have signed and delivered this Termination
Agreement on the date first set forth above.
NANOSCIENCE TECHNOLOGIES, INC. CORNELL CAPITAL PARTNERS, LP
By: /s/ Xxxxx Xxxxxx By: Yorkville Advisors, LLC
-------------------------------------- Its: General Partner
Name: Xxxxx Xxxxxx
Title: Secretary, Chief Operating Officer
By: /s/ Xxxx X. Xxxxxx
-------------------------
Name: Xxxx X. Xxxxxx
Title: Portfolio Manager