EXHIBIT 99.2
TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT (the "Agreement") is made and
entered into effective as of January 19,
2005, by and among SWISS MEDICA, INC.,
a Delaware corporation (the "Company"),
HIGHGATE HOUSE, LTD., a Delaware
corporation, and MONTGOMERY EQUITY
PARTNERS, LTD., a Delaware corporation
(individually, a "Buyer" or collectively,
the "Buyers").
Recitals:
WHEREAS, the Company and the Buyers entered into a Securities
Purchase
Agreement (the "Securities Purchase
Agreement"); a Convertible Debenture issued
to Highgate House, Ltd., in the amount of
Two Hundred Fifty Thousand Dollars
($250,000) (the "Highgate Debenture") and a
Convertible Debenture issued to
Montgomery Equity Partners, Ltd. in the
amount of Two Hundred Fifty Thousand
Dollars ($250,000) (the "MEP Debenture")
(collectively, the "Convertible
Debentures"); a Security Agreement (the
"Security Agreement"); an Investor
Registration Rights Agreement (the
"Investor Registration Rights Agreement"); an
Escrow Agreement (the "Escrow Agreement");
Irrevocable Transfer Agent
Instructions (the "Irrevocable Transfer
Agent Instructions"); and a Warrant
issued pursuant to the Securities Purchase
Agreement (the "Warrant"); all of
which are dated December 23, 2004
(collectively, the Securities Purchase
Agreement, Convertible Debentures issued
thereto, the Security Agreement, the
Investor Registration Rights Agreement, the
Escrow Agreement, Irrevocable
Transfer Agent Instructions and the Warrant
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.
The Transaction Documents are hereby terminated, as
are the respective rights and obligations contained therein,
except as otherwise stated herein. As a result of th
