TERMINATION AGREEMENT

TERMINATION AGREEMENT

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

effective as of January 26, 2005, by and between NUWAVE TECHNOLOGIES, INC., a

Delaware corporation (the "Company"), and CORNELL CAPITAL PARTNERS, LP, a

Delaware limited partnership (the "Investor").

Recitals:

WHEREAS, in May 2004, the Company and the Investor entered into that

certain Standby Equity Distribution Agreement, as well as the related

Registration Rights Agreement, Placement Agent Agreement and Escrow Agreement of

even date therewith (together with the Standby Equity Distribution Agreement,

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 valuable consideration, rec