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EXHIBIT
99.1
TERMINATION
AGREEMENT
THIS
TERMINATION AGREEMENT (the “ Agreement ”) is made
and entered into effective as of August ___, 2005, by and among,
BSI2000, INC . , incorporated
and existing under the laws of the State of
Delaware (the “ Company
”), and CORNELL CAPITAL PARTNERS, LP , a
Delaware limited partnership (the “ Investor
”).
RECITALS
:
WHEREAS, the Company and the Investor entered into an
equity line of credit agreement dated as of October 31, 2003 (the
“ Equity Line of Credit Agreement ”), a
registration rights agreement dated as of October 31, 2003 (the
“ Registration Rights Agreement ”), an escrow
agreement dated as of October 31, 2003 (the “ Escrow
Agreement ”) and a placement agent agreement dated as of
October 31, 2003 (the “ Placement Agent Agreement
”); and
WHEREAS , the Company issued and sold to the Investor as
provided in that certain Equity Line of Credit Agreement dated
October 31, 2003 by and between t
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