Termination Agreement between Enclaves Group, Inc. and Cornell Capital Partners, LP

Summary

This agreement, effective November 2005, is between Enclaves Group, Inc. and Cornell Capital Partners, LP. It terminates all prior agreements between the parties, including a Standby Equity Distribution Agreement, Registration Rights Agreement, Escrow Agreement, Placement Agent Agreement, and a Compensation Debenture. After this termination, neither party has any further rights or obligations under these documents, except that the investor retains certain fees and must return the original Compensation Debenture to the company within ten days.

EX-10.7 8 ex107to8k06199_11092005.htm sec document

Exhibit 10.7 TERMINATION AGREEMENT --------------------- THIS TERMINATION AGREEMENT (the "AGREEMENT") is made and entered into effective as of November ___, 2005, by and between ENCLAVES GROUP, INC., (F/K/A ALLIANCE TOWERS, 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"); a Placement Agent Agreement (the "PLACEMENT AGENT AGREEMENT"); and Compensation Debenture (the "COMPENSATION DEBENTURE"), all of which are dated May 25, 2004 (collectively, the Standby Equity Distribution Agreement, the Registration Rights Agreement, the Escrow Agreement, Placement Agent Agreement and Compensation Debenture 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 valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows: 1. TERMINATION. Each of the parties to this Agreement hereby terminate the Transaction Documents and the respective rights and obligations contained therein. As a result of this provision, none of the parties shall have any rights or obligations under or with respect to the Transaction Documents. 2. FEES. The Investor shall retain all fees contained in Section 12.4 of the Standby Equity Distribution Agreement. 3. COMPENSATION DEBENTURE. The Compensation Debenture dated May 25, 2004 in the principal amount of Four Hundred Ninety Thousand Dollars ($490,000) is hereby terminated and none of the parties shall have any rights or obligations under or with respect to the Compensation Debenture. The Investor shall return the original Compensation Debenture to the Company within ten (10) days of this Agreement. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] IN WITNESS WHEREOF, the parties have signed and delivered this Termination Agreement on the date first set forth above. ENCLAVES GROUP, INC. CORNELL CAPITAL PARTNERS, LP By:/s/ Daniel G. Hayes ---------------------------- By: Yorkville Advisors, LLC Name: Daniel G. Hayes Its: General Partner Title: President & CEO By: /s/ Mark A. Angelo -------------------------------------- Name: Mark A. Angelo Title: Portfolio Manager