EXHIBIT 10.26
TERMINATION AGREEMENT
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THIS TERMINATION AGREEMENT (the "Agreement") is made and entered into
effective as of March 17, 2005, by and between XXXXXXX XXX, INC., a Nevada
corporation (the "Company"), and CORNELL CAPITAL PARTNERS, LP, a Delaware
limited partnership (the "Investor").
Recitals:
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WHEREAS, the Company and the Investor entered into an Standby Equity
Distribution Agreement (the "Standby Equity Distribution"); a Registration
Rights Agreement (the "Registration Rights Agreement"); an Escrow Agreement (the
"Escrow Agreement"); a Placement Agent Agreement (the "Placement Agent
Agreement"); and a Compensation Debenture in the amount of Seven Hundred Forty
Thousand Dollars ($740,000) (the "Compensation Debenture"), all of which are
dated June 10, 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 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 and
shall apply the same to any future financing provided to the Company.
3. Placement Agent Fees. The Convertible Debenture issued to Newbridge
Securities Corporation dated May 14, 2004 in the amount of Ten
Thousand Dollars ($10,000) pursuant to the Placement Agent Agreement
is hereby terminated. Newbridge Securities Corporation shall return
the original Convertible Debenture to the Company within ten (10) days
of this Termination Agreement.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties have signed and delivered this Termination
Agreement on the date first set forth above.
XXXXXXX XXX, INC. CORNELL CAPITAL PARTNERS, LP
By: /S/ Xxxxxxxxx X. XxXxxx By: Yorkville Advisors, LLC
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Name: Xxxxxxxxx X. XxXxxx Its: General Partner
Title: President
By: /S/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Portfolio Manager
PLACEMENT AGENT:
NEWBRIDGE SECURITIES
CORPORATION
By: /S/ Xxx X. Xxxxx
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Name: Xxx X. Xxxxx
Title: President
