EXHIBIT 10.38
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TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT (the "Agreement") is made and entered into
effective as of December 12, 2005, by and among IVOICE TECHNOLOGY, INC., a New
Jersey 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
Standby Equity Distribution Agreement (the "SEDA") and an Escrow Agreement each
dated September 22, 2005 (the "Escrow Agreement").
NOW, THEREFORE, in consideration of the promises 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
terminate 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 SEDA. 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 SEDA.
IN WITNESS WHEREOF, the parties have signed and delivered this
Termination Agreement on the date first set forth above.
IVOICE TECHNOLOGY, INC. CORNELL CAPITAL PARTNERS, LP
By: ____________________ By: Yorkville Advisors, LLC
Name: Xxxx Xxxxxx Its: General Partner
Title: CEO
By: __________________________
Name: Xxxx X. Xxxxxx
Title: Portfolio Manager
ESCROW AGENT
By: __________________________
Name: Xxxxx Xxxxxxxx, Esq.
