EXHIBIT 99.1
TERMINATION AGREEMENT
THIS
TERMINATION
AGREEMENT (the "Agreement") is made and entered into
effective as of April 6, 2005, by and
between ICOA, INC., a
Nevada corporation
(the "Company"), and CORNELL CAPITAL PARTNERS, LP, a Delaware limited
partnership (the "Investor").
Recitals:
WHEREAS,
the Company and the
Investor entered into
a securities
purchase
agreement dated as of March 19, 2004 (the
"Securities Purchase
Agreement"), an
investor's registration rights agreement dated as of March 19, 2004 (the
"Investor's Registration Rights Agreement"), an escrow agreement dated as
of
March 19, 2004 (the "Escrow Agreement"),
two convertible
debentures dated as of
March 19, 2004 and May 10, 2004,
respectively (the "Convertible Debentures"), a
security agreement dated as of March 19,
2004 (the "Security Agreement"), and an
irrevocable transfer agent instructions dated as of March 19, 2004 (the
"Irrevocable Transfer Agent Instructions"). (Collectively, the Securities
Purchase Agreement, the Investors Registration Rights Agreement, the Escrow
Agreement,
