ASSET PURCHASE TERMINATION AGREEMENT
THIS AGREEMENT is made this 28th day,
of October, 2006
BETWEEN:
ICON
DEVELOPMENT, INC., a Nevada company with its registered office
at
1235
Quayside Drive, Suite 703, New Westminster, BC V3M
6J5
(hereinafter
referred to as the 'Purchaser")
AND:
NETRIX, INC. a Delaware company
with an office at 1150 19 th Street, Vero Beach,
FL32960
AND:
RICHARD COTTON
(“Richard”), ANTONIO ALVAREZ
(“Antonio”),
DON
COTTON (“Don”) and AHARON FRIEDMAN ( “
Aharon” and
together
with Richard, Antonio, and don referred to herein as the
founders)
AND:
COMPLETE SECURITY
INVESTMENTS LTD. a company incorporated
pursuant
to the laws of British Columbia , having an office in Vancouver
BC
(
hereinafter referred to as “CSI”)
WHEREAS
A.
The
parties hereto, other than CSI entered into an asset purchase
agreement dated the 28
day
of August 2006 (the "Purchase Agreement") by which the Purchaser
agreed to
Purchase
the Business (as defined herein) from Netrix on the
terms and conditions set out in the
Purchase
Agreement; and
B.
The
parties hereto have agreed to terminate the Purchase Agreement;
and
C
The
Purchaser and CSI entered onto a Finder Broker and Services and
Loan agreement
dated
the 29 th day of August, 2006
NOW THEREFORE, in consideration of the
covenants and agreements contained herein, and for other
consideration the receipt and sufficiency of which is acknowledged
by al the parties, the parties hereto agree as
follows:
DEFINITIONS AND
INTERPRETATION
1.1
Defined Terms Unless otherwise
specifically defined in this agreement shall have the meaning s set
forth in the Purchase Agreement
1.2 Purchase
Agreement Terminated The purchase agreement is hereby
terminated
&nbs
