TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT (the "Agreement") is
made and entered into effective as of May 13, 2005,
by and between EYI INDUSTRIES, INC. a Nevada Corporation
(the "Company"), and CORNELL CAPITAL PARTNERS, LP, a
Delaware limited partnership (the "Investor").
Recitals:
WHEREAS, the Company and the Investor entered into a
Standby Equity Distribution Agreement (the "Standby Equity
Distribution Agreement"); a Registration Rights Agreement
(the "Registration Rights Agreement") and an Escrow Agreement
all of which are dated as of June 22, 2004 (the "Escrow
Agreement"). (Collectively, the Standby Equity Distribution
Agreement, the Registration Rights Agreement, and the Escrow
Agreement are referred to herein 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.
IN WITNESS WHEREOF, the parties have signed and
delivered this Termination Agreement on the date first set
forth above.
EYI INDUSTRIES, INC.
By:/s/ Xxxx X'Xxxxx
Name: Xxxx X'Xxxxx
Title: Chief Operating Officer
CORNELL CAPITAL PARTNERS, LP
By: Yorkville Advisors, LLC
Its: General Partner
By:/s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: Portfolio Manager
