TERMINATION AGREEMENT
This Termination
Agreement (the "Agreement") is made and entered into as
of June ____, 2005, by and between Kentex
Petroleum, Inc., a Nevada
corporation (the "Company"), and VidRev
Technologies, Inc., a Florida
corporation ("VidRev") (each a "Party," or
collectively, the "Parties").
RECITALS
A. On December 20, 2004, the
Parties entered into an Agreement and
Plan of Merger (the "Merger Agreement"), by
which VidRev agreed to merge with
and into the Company, with the Company
being the surviving corporation (the
"Merger").
B. The Merger Agreement
contains several pre-conditions to the
closing of the Merger, with one such
pre-condition being the Company's filing
with the Securities and Exchange Commission
(the "Commission") and obtaining
effectiveness of a definitive Information
Statement/Registration Statement on
Form S-4 with respect to the sale and
issuance of the Company's common stock
in connection with the Merger.
C. In a good faith effort to
satisfy the above-referenced pre-
condition, on January 3, 2005, the Company
filed with the Commission a
preliminary Information
Statement/Registration Statement on Form S-4 (the
"Form S-4").
D. Article 6.1 of the Merger
Agreement provides for termination
thereof prior to closing if, among other
things: (i) the Parties mutually
agree, by consent of their Boards of
Directors; or (ii) the Merger is not
consummated by June 30, 2005.
E. The Parties do not believe
in good faith that the Company will be
able to obtain effectiveness of the Form
S-4 or that the Parties will be able
to consummate the Merger by June 30, 2005,
despite the best efforts of each
Party.
NOW, THEREFORE,
in consideration of the covenants, promises and
representations set forth herein, and for
other good and valuable
consideration, the receipt and sufficiency
of which are hereby acknowledged,
the Parties agree as follows:
1. Termination of Merger
Agreement. Pursuant to
Article 6.1 of the
Merger Agreement, the Parties hereby
mutually agree to terminate the Merger
Agreement, effective as of the latest
signature date hereof.
Each Party
further represents to the other that it has
obtained the necessary consent of
its Board of Directors authorizing such
termination.
2. Withdrawal of Registration
Statements. As soon as
practicable
after the execution hereof, the Company
shall withdraw both the above-
referenced Information
Statement/Registration Statement on Form S-4, as well
as the Registration Statement on Form SB-2
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