TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT (the "Agreement") is made and entered into
effective as of February 3, 2006, by and among SYNDICATION XXX.XXX, 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
December 30, 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.
SYNDICATION XXX.XXX, INC. CORNELL CAPITAL PARTNERS, LP
By: /s/ Xxxxx Xxxxxxxxxx By: Yorkville Advisors, LLC
---------------------------- Its: General Partner
Name: Xxxxx Xxxxxxxxxx
Title: CEO By: /s/ Xxxx Xxxxxx
----------------------------
Name: Xxxx X. Xxxxxx
Title: Portfolio Manager
ESCROW AGENT
By: /s/ Xxxxx Xxxxxxxx
----------------------------
Name: Xxxxx Xxxxxxxx, Esq.
