TERMINATION AGREEMENT

TERMINATION AGREEMENT

          THIS TERMINATION AGREEMENT (the “ Agreement ”) is made and entered into effective as of December 15, 2005, by and between CYOP SYSTEMS INTERNATIONAL, INC., a Nevada 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 dated as of August 14, 2005 (the “ Standby Equity Distribution Agreement ”); a registration rights agreement dated as of August 14, 2005 (the “ Registration Rights Agreement ”) and an escrow agreement dated as of August 14, 2005 (the “ Escrow Agreement ”). (Collectively, the Standby Equity Distribution Agreement, the Registration Rights Agreement, and the Escrow Agreement are referre