|
EXHIBIT 99.1
TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT (the "Agreement") is made and entered
into
effective as of April 6, 2005, by and between ICOA, 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 securities
purchase
agreement dated as of March 19, 2004 (the "Securities Purchase
Agreement"), an
investor's registration rights agreement dated as of March 19,
2004 (the
"Investor's Registration Rights Agreement"), an escrow agreement
dated as of
March 19, 2004 (the "Escrow Agreement"), two convertible
debentures dated as of
March 19, 2004 and May 10, 2004, respectively (the "Convertible
Debentures"), a
security agreement dated as of March 19, 2004 (the "Security
Agreement"), and an
irrevocable transfer agent instructions dated as of March 19,
2004 (the
"Irrevocable Transfer Agent Instructions"). (Collectively, the
Securities
Purchase Agreement, the Investors Registration Rights Agreement,
the Escrow
A
| 
