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,   receipt of