EXHIBIT
10.3
TERMINATION
AGREEMENT
This Termination Agreement (this “
Agreement ”) is entered into this 7
th day of April, 2005 by and between Trilogy Capital
Partners, Inc. (“ Trilogy ”) and
Entrada Networks, Inc. (“ Entrada ”)
with reference to the following facts:
A. Trilogy and Entrada are parties to a Letter of
Engagement, dated November 10, 2004, pursuant to which Entrada: (i)
issued to Trilogy a warrant to purchase up to 10,000,000 shares of
Entrada’s common stock at a per share exercise price of $0.12
(the “ Warrant ”); and (ii) agreed to
pay Trilogy $10,000 per month during the term of the Letter of
Engagement. As of this date, Entrada has paid the sum of $20,000 to
Trilogy (the “ Trilogy Payment
”).
B. Trilogy and Entrada now wish to terminate
Trilogy’s engagement under the Letter of Engagement, as more
particularly described herein.
NOW, THEREFORE , in
consideration of the mutual covenants set forth in this Agreement,
and for other consideration, the receipt and sufficiency of which
is hereby acknowledged, and intending to be legally bound, the
parties to this Agreement hereby agree as follows:
1.
Trilogy’s engagement under
the Letter of Engagement is hereby terminated and neither Trilogy
nor Entrada shall have any further rights or obligations under the
Letter of Engagement except that sections of the Letter of
Engagement entitled “Indemnification,” “Corporate
Obligation,” “Additional Services,”
Attorneys’ Fees” and “Governing Law,” and
the parties’ respective rights and obligations thereunder,
shall not terminate and shall survive. Trilogy acknowledges that as
of the date of this Agreement, it has not performed any
“Additional Services” and accordingly as of this date
Trilogy has no claim against Entrada for reimbursement for such
services.
2.
Trilogy agrees to assign to Entrada
that portion of the Warrant that evidences the right to purchase
8,500,000 shares of Common Stock. Entrada agrees that Trilogy shall
retain that portion of the Warrant evidencing the right to purchase
1,500,000 shares. Trilogy shall execute and deliver to Entrada an
assignment of the certificate evidencing the Warrant to purchase
10,000,000 shares against the delivery of a new certificate
evidencing the portion of the Warrant that was not assigned to
Entrada.
3.
This Agreement shall be governed
and construed under the laws of the State of California.
4.
Entrada and each of its officers,
directors, shareholders, employees, agents and attorneys; its
predecessors, successors, assignors and assignees; its affiliates;
and all persons and entities acting by, through, under, or in
concert with them or any of them (collectively, with Entrada, the
“ Entrad
