TERMINATION AGREEMENT

                                                                    EXHIBIT 10.7
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                              TERMINATION AGREEMENT

         THIS TERMINATION AGREEMENT (the "Agreement") is made and entered into
effective as of December 30, 2005, by and between TREY RESOURCES, INC., a
Delaware corporation (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 (the "Equity Line of Credit Agreement"); a Registration Rights
Agreement (the "Registration Rights Agreement"); an Escrow Agreement (the
"Escrow Agreement"); and a Placement Agent Agreement (the "Placement Agent
Agreement"), all of which are dated January 27, 2005 (collectively, the Equity
Line of Credit Agreement, the Registration Rights Agreement, the Escrow
Agreement an