TERMINATION AGREEMENT
THIS
TERMINATION
AGREEMENT (the "Agreement") is made and entered into
effective as of November 21, 2005, by and
between NEXICON,
INC., incorporated
and existing under the laws of the State of
Nevada (the "Company"), and CORNELL
CAPITAL PARTNERS, LP, a Delaware limited
partnership (the "Investor").
RECITALS:
WHEREAS,
the Company and the
Investor entered into an securities purchase
agreement dated as of June 24, 2005 (the
"Securities Purchase
Agreement");
an
investor's registration rights agreement dated as of June 24, 2005 (the
"Investor's Registration Rights Agreement"), an escrow agreement dated as
of
June 24, 2005 (the "Escrow Agreement"), a security agreement dated as of June
24, 2005 (the "Security Agreement"), and the Company issued to the
Investor a
convertible debentures on June 24, 2005
(the "Convertible Debentures") a standby
equity distribution agreement dated June 24, 2005 (the "Standby Equity
Distribution Agreement") a registration
rights agreement dated as of June 24,
2005 (the "Registration Rights Agreement"),
an escrow agreement dated as of June
24, 2005 (the "SEDA E
