TERMINATION AGREEMENT

TERMINATION AGREEMENT

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

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effective as of April 19, 2005, by and between FALCON NATURAL GAS CORP., a

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

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limited partnership (the "Buyer").

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Recitals:

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WHEREAS, the Company and the Buyer entered into a Securities Purchase

Agreement (the "Securities Purchase Agreement"); a Convertible Debenture issued

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to Buyer, in the amount of Five Hundred Thousand Dollars ($500,000) (the "First

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Debenture"); a second Convertible Debenture issued to the Buyer in the amount of

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Five Thousand Dollars ($500,000) (the "Second Debenture") (collectively, the

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"Convertible Debentures"); a Security Agreement (the "Security Agreement"); an

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Escrow Agreement (the "Escrow Agreement"); Irrevocable Transfer Agent

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Instructions (the "Irrevocable Transfe