Exhibit
10.11
TERMINATION AND AMENDMENT
AGREEMENT
THIS TERMINATION AND AMENDMENT
AGREEMENT (the "Agreement") is made and entered into effective as
of August ___, 2005, by and among SONORAN ENERGY, INC., a
Washington corporation (the "Company"), CORNELL CAPITAL PARTNERS,
LP, a Delaware limited partnership (the "Investor"), DAVID
GONZALEZ, ESQ., (the "Escrow Agent") and THE NEVADA AGENCY AND
TRUST COMPANY (the "Transfer Agent").
WHEREAS, in connection with the
Securities Purchase Agreement ("Securities Purchase Agreement")
entered into between the Company and the Investor on October 18,
2004, the Company and the Investor entered in an Investor
Registration Rights Agreement dated October 18, 2004 (the
"Registration Rights Agreement"), and the Company, the Investor,
David Gonzalez, Esq. and the Transfer agent entered into
Irrevocable Transfer Agent Instructions dated October 18, 2004 (the
"Transfer Agent Instructions").
NOW, THEREFORE, in consideration of
the mutual promises, conditions and covenants contained herein and
other good and valuable consideration, receipt of which is hereby
acknowledged, the parties hereto agree as
follows:
1.
Securities Purchase Agreement.
The Company and the Investor agree to amend the Securities
Purchase Agreement by replacing that Section 4(l) of the Securities
Purchase Agreement with the following amended Section
4(l):
Except for the Common Stock to be
issued pursuant to the Standby Equity Distribution Agreement
between the Company and the Buyer, so long as any of the principal
amount or interest on the Convertible Debentures remain unpaid and
unconverted, the Company shall not, without the prior written
consent of the Buyer, (i) issue or sell any Common Stock or
any preferred stock, warrant, option, right, contract, call, or
other security or instrument granting the holder thereof the right
to acquire Common Stock, for a consideration per share less than
eighty percent (80%) of the average d
