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 "Buyer").
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Recitals:
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WHEREAS,
the Company and the Buyer entered into a Securities
Purchase
Agreement (the "Securities Purchase
Agreement"); a Convertible Debenture issued
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to Buyer, in the amount of Five
Hundred Thousand Dollars ($500,000) (the "First
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Debenture"); a second Convertible Debenture
issued to the Buyer in the amount of
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Five Thousand Dollars ($500,000) (the "Second Debenture")
(collectively, the
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"Convertible Debentures"); a Security Agreement (the
"Security Agreement"); an
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Escrow Agreement (the "Escrow Agreement"); Irrevocable Transfer Agent
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Instructions (the "Irrevocable Tra
