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Exhibit 10.35
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TERMINATION AGREEMENT
THIS
TERMINATION AGREEMENT is effective as of January 1, 2006, by
and
between PARAGON TECHNOLOGIES, INC., a Delaware corporation (the
"Company"), and
THE QTX GROUP, a Pennsylvania sole proprietorship ("QTX").
BACKGROUND
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Company and QTX are parties to that certain Consulting Agreement
dated as
of September 1, 2005 (the "Consulting Agreement").
Company and QTX desire to terminate the Consulting Agreement as
provided in
this Termination Agreement.
NOW THEREFORE, in
consideration of these premises and the mutual promises
contained herein, the parties, intending to be legally bound, agree
as follows:
1.
Termination. Except for those rights and obligations which by
their
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terms survive beyond the term of the Consulting Agreement,
including, without
limitation, the confidentiality obligations contained in Section 5
thereof, the
rights and obligations of Company and QTX under the Consulting
Agreement be and
are hereby terminated in their e
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