TERMINATION AGREEMENT
THIS
TERMINATION AGREEMENT (the
“Agreement”)
is
made and entered into effective as of February 10, 2006, by and among
BSI2000,
INC., a
Delaware corporation (the “Company”),
XXXXX
XXXXXXXX, ESQ.
(the
“Escrow
Agent”)
and
CORNELL
CAPITAL PARTNERS, LP,
a
Delaware limited partnership (the “Investor”).
Recitals:
WHEREAS,
the
Company, the Escrow Agent and the Investor entered into a Securities Purchase
Agreement (the “SPA”)
and an
Escrow Agreement each dated November 3, 2005 (the “Escrow
Agreement”).
NOW,
THEREFORE, in
consideration of the premises and the mutual promises, conditions and covenants
contained herein and in the Escrow Agreement 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 Escrow
Agreement and the respective rights and obligations contained therein
and
any rights and obligations with respect to escrow arrangements provided
for in the SPA. As a result of this provision, none of the parties
shall
have any rights or obligations under or with respect to the Escrow
Agreement or the escrow arrangements (including fees) provided for
in the
SPA.
|
IN
WITNESS WHEREOF,
the
parties have signed and delivered this Termination Agreement on the date first
set forth above.
|
BSI2000,
INC. |
|
CORNELL
CAPITAL PARTNERS, LP |
||
|
By:
Its:
|
Yorkville Advisors, LLC
General Partner
|
|||
|
By: |
|
By: |
|
|
|
Name:
Title: |
Xxxx
Xxxxxx President & CEO |
Name:
Title:
|
Xxxx
X.
Xxxxxx
Portfolio Manager
|
|
ESCROW
AGENT |
|||
|
By:
|
|
||
| Name: | Xxxxx Xxxxxxxx, Esq. |
