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Exhibit 10.9
TERMINATION AGREEMENT
THIS
TERMINATION
AGREEMENT (the "Agreement") is made and entered into
effective as of December 23, 2005, by and among SENSOR SYSTEM
SOLUTIONS, INC., a
Nevada corporation (the "Company") and CORNELL CAPITAL PARTNERS,
LP, a Delaware
limited partnership (the "Investor").
Recitals:
WHEREAS,
the Company and the Investor entered into a Standby Equity
Distribution Agreement
(the "Standby
Equity Distribution Agreement") and a
Registration Rights
Agreement (the
"Registration
Rights Agreement") each of
which is dated October 6, 2005. The Company, the Investor,
and Monitor
Capital,
Inc. ("Monitor")
have entered into a
Placement Agent Agreement (the "Placement
Agent Agreement"). The
Standby Equity Distribution Agreement, the Registration
Rights Agreement, and the Placement Agent Agreement are
collectively referred to
as the "Transaction Documents". In connection with the Standby Equity
Distribution Agreement
the Company issued to the Investor 1,471,429 shares of
the Company's common stock (the "Investor's Shares") and in connection with
the
Placement Agent
Agreement,
the Company
issued to the
Placement Agent
28,571
shares of the Company's co
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