TERMINATION AGREEMENT
THIS
TERMINATION AGREEMENT (the "Agreement") is made and entered
into
effective as of October 27, 2005, by and
between NETFABRIC HOLDINGS, 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"); and a Placement Agent
Agreement (the "Placement Agent
Agreement"), all of which are dated July 5,
2005 (collectively, the Standby
Equity Distribution Agreement, the
Registration Rights Agreement, the Escrow
Agreement and Placement Agent Agreement are
referred to as the "Transaction
Documents").
NOW,
THEREFORE, in consideration of the promises and the mutual
promises,
conditions and covenants contained herein
and in the Transaction Documents and
other good and valuab
