TERMINATION AGREEMENT ---------------------

                              TERMINATION AGREEMENT

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     THIS   TERMINATION   AGREEMENT   (the   "Agreement")   is   made and entered into

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effective   as   of   April   19,   2005, by and between FALCON NATURAL GAS CORP.., a

Nevada corporation (the "Company"), and CORNELL CAPITAL PARTNERS, LP, a Delaware

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limited   partnership   (the   "Investor").

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                                    Recitals:

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     WHEREAS,   on   November 19, 2004, the Company and Investor entered into that

certain   Standby   Equity   Distribution   Agreement,   as   well   as   the   related

Registration Rights Agreement, Placement Agent Agreement and Escrow Agreement of

even   date   therewith   (together with the Standby Equity Distribution Agreement,

the   "Transaction   Documents");

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     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