TERMINATION AGREEMENT
This Termination Agreement (hereinafter and referred to as "Agreement"), is
entered into as of this ___ day of December
2003 by and between Stanford Capital
Corporation, a Delaware Corporation, formerly Ecological Services, Inc.
(hereinafter "Ecological") and Stanford Capital
International
Limited, a Hong
Kong Corporation (hereinafter referred to as "Stanford"),
upon the following
premises:
Premises
WHEREAS, on or about the ___ day of November 2002 Ecological and Stanford
entered into an Exchange Agreement whereby
Ecological acquired all of the issued
and outstanding shares of Stanford for
10,000 shares of its common stock;
WHEREAS, Ecological could not resume
trading as scheduled.
NOW THEREFORE, in consideration of the stated
premises and in consideration of
the mutual covenants and agreements
herein set forth and
the mutual benefits to
the parties to be derived herefrom, it is
agreed as follows:
Agreement
1. The Exchange Agreement dated
the day of November __, 2002 is hereby voided.
2. The shares of Ecological
issued to the shareholders of Stanford Corporation
in consideration of the acquisition of Stanford by Ecological
shall be
returned to the
Treasury of Ecological.
3. The shares of Stanford tendered to Ecological shall be returned by
Ecological to
the original shareholders of Stanford.
4. Each party to this Agreement
shall bear their own cost in accomplishing the
terms of this
Agreement,
however, the shareholders of Stanford shall
be
issued 50,000
restricted shares of Ecological.
5. All assets of Stanford held
by Ecological shall
immediately be returned to
Stanford
and all assets held of Ecological held by Stanford shall be
immediately
returned to Ecological.
6. Each party hereto
agrees to hold the
other party harmless
from any causes
of action which
may arise out of the termination of this agreement.
7. This Agreement shall be governed by and
accordance
with the laws of
the
United
States of America and
with the respect of the matters of state law,
with the laws of
the State of Delaware
without giving affect to principals
of conflicts of
law hereunder.
8. Any notice or other
communication required
or permitted hereunder shall be
in writing and
shall be sufficiently
given and personally
delivered to it
or sent by
telecopy, overnight courier, registered mail, or certified
mail,
postage prepaid,
and addressed as follows:
If to Ecological:
Ecological Services, Inc.
11637 Orpington Street
Orlando,
FL 32817
If to Stanford:
Stanford Capital International Limited
Suite 4703
Central Plaza
18 Harbour Road
Wanchai, Hong Kong
With copies to:
Vanderkam & Associates
1301 Travis, #1200
Houston,
