TERMINATION
AGREEMENT
THIS
TERMINATION AGREEMENT (“Agreement”) is hereby entered
into and made effective as of the 13th day of February, 2006, by
and between JUPITER Global Holdings, Corp., a Nevada corporation
(“JUPITER”), Promostaffing.com, LLC, a Florida limited
liability corporation (“Promostaffing”), and Mr. Cory
Sklar (“Mr. Sklar”).
WHEREAS, the
parties hereto previously entered into an Amended and Restated
Agreement and Plan of Acquisition dated April 15, 2005 (the
“Acquisition Agreement”), whereby 60% of the
outstanding shares of Promostaffing was acquired by JUPITER;
and
WHEREAS,
subsequent to the closing of the Acquisition Agreement, the parties
experienced disputes and disagreements regarding the financing of
Promostaffing by JUPITER and to date the parties have not been able
to complete an audit of the financial statements of Promostaffing,
which was stated in the Agreement as a condition subsequent to the
Acquisition Agreement; and
WHEREAS, as a
result of the above recitals, JUPITER has determined that it will
not be able to comply with the rules and regulations of the U.S.
Securities and Exchange Commission, as they relate to the
disclosure and reporting obligations of JUPITER on a
post-acquisition basis.
NOW THEREFORE,
the parties hereto subsequently enter into this Termination
Agreement in order to formally terminate the Acquisition Agreement
and settle any and all disputes arising there from, which
Termination Agreement is hereby supported by fair and adequate
consideration in the form of the parties respective releases and
forbearance of their respective rights and obligations set forth in
the Acquisition Agreement.
