TERMINATION AGREEMENT

                              TERMINATION AGREEMENT

         THIS TERMINATION AGREEMENT (the "Agreement") is made and entered into

effective as of November 2, 2005, by and among ICOA, 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 a Standby Equity

Distribution Agreement (the "Standby Equity Distribution"), a Registration

Rights Agreement (the "Registration Rights Agreement"), and an Escrow Agreement

(the "Escrow Agreement") all of which are dated March 19, 2004 (collectively,

the "Transaction Documents").

         NOW, THEREFOR