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,   on December 22, 2003,   the Company   issued to the Investor   that

certain $3,300,000   Secured   Convertible   Debenture (the   "Debenture"),   and the

Investor advanced such funds to the Company.

      WHEREAS,   on the date hereof, the Company issued a Secured Promissory Note

(the "Note") in a principal amount of $3,481,273.85 to replace and supersede the

Debenture and all amounts owed to the Investor under the Debenture.

      NOW, THEREFORE,   in consideration of the pr