Exhibit 10.6
TERMINATION AGREEMENT
---------------------
THIS TERMINATION
AGREEMENT (the
"AGREEMENT") is made and entered into
effective as of November ___, 2005, by and between ENCLAVES GROUP,
INC., (F/K/A
ALLIANCE
TOWERS,
INC.) a Delaware
corporation
(the
"COMPANY"),
and CORNELL
CAPITAL PARTNERS, LP, a Delaware limited partnership (the
"INVESTOR").
RECITALS:
WHEREAS,
the Company and the Investor
entered into an Standby
Equity
Distribution
Agreement
(the "STANDBY
EQUITY
Distribution");
a
Registration
Rights Agreement (the "REGISTRATION RIGHTS AGREEMENT"); an Escrow
Agreement (the
"ESCROW
AGREEMENT");
a
Placement
Agent
Agreement
(the
"PLACEMENT
AGENT
AGREEMENT");
and Compensation Debenture (the "COMPENSATION DEBENTURE"),
all of
which are dated December 12, 2003 (collectively, the Standby Equity
Distribution
Agreement,
the Registration Rights Agreement,
the Escrow Agreement,
Placement
Agent Agreement and
Compensation
Debenture are referred to as the "TRANSACTION
DOCUMENTS").
NOW,
THER
