TERMINATION AGREEMENT

EXHIBIT 99.1

TERMINATION AGREEMENT

THIS TERMINATION AGREEMENT (the "Agreement") is made and

entered into effective as of January 19, 2005, by and between SWISS MEDICA,

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 a Standby Equity

Distribution Agreement (the "Standby Equity Distribution"); a Registration

Rights Agreement (the "Registration Rights Agreement") and an Escrow Agreement

(the "Escrow Agreement"), all of which are dated December 23, 2004

(collectively, the Standby Equity Distribution Agreement, the Registration

Rights Agreement, and the Escrow Agreement are referred to as the "Transaction

Documents)."

NOW, THEREFORE, in consideration of the promises and the mutual

promises, conditions and covenants contained herein and in the Transaction

Documents and other good and va