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 "Investor").

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Recitals:

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WHEREAS, on November 19, 2004, the Company and 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");

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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, receipt of which is hereby acknowledged,

the part