Exhibit
10.10
TERMINATION
AGREEMENT
THIS TERMINATION AGREEMENT
(the " Agreement ") is made and
entered into effective as of August ___, 2005, by and among
SONORAN ENERGY, INC ., a Washington corporation (the "
Company "), CORNELL CAPITAL PARTNERS, LP , a Delaware
limited partnership (the " Investor "), and NEWBRIDGE
SECURITIES CORPORATION (the " Placement Agent
").
Recitals :
WHEREAS, the Company and the Investor entered into a Standby
Equity Distribution Agreement (the " Standby Equity
Distribution "), a Registration Rights Agreement (the "
Registration Rights Agreement "), an Escrow Agreement (the "
Escrow Agreement "), and the Company, the Investor, and the
Placement Agent entered into a Placement Agent Agreement (the "
Placement Agent Agreement "), all of which are dated October
18, 2004. In connection with the Standby Equity Distribution
Agreement, the Company issued the Investor a Compensation Debenture
dated October 18, 2004 with a face amount of $425,000 (the "
Compensation Debenture ") (collectively, the Standby Equity
Distribution Agreement, the Registration Rights Agreement, the
Escrow Agreement, the Placement Agent Agreement, and t
