Penalty Forgiveness and Waiver Agreement between AJW Qualified Partners, LLC and Midnight Holdings Group, Inc.

Summary

AJW Qualified Partners, LLC agrees to forgive all penalties and liquidated damages, both past and future, that Midnight Holdings Group, Inc. (formerly Redox Technology Corporation) may have incurred under several specified Callable Secured Convertible Notes issued between 2004 and 2006. Additionally, AJW Qualified Partners, LLC waives its rights under Section 3.10 of these notes for the period from their issuance dates through March 31, 2007. This agreement relieves the company of certain financial obligations and restrictions for the specified period.

EX-10.6 7 c43132_ex10-6.txt EX-10.6 FORGIVENESS OF PENALTIES ------------------------ AJW Qualified Partners, LLC hereby (i) forgives the Company for all penalties and liquidated damages it has accrued and that it may accrue under the following Callable Secured Convertible Notes from the respective dates of issuance until and including March 31, 2007 and (ii) waives its rights under Section 3.10 in each of the following Callable Secured Convertible Notes from the respective dates of issuance until and including March 31, 2007: (i) the Callable Secured Convertible Note of Midnight Holdings Group, Inc., a Delaware corporation (f/k/a Redox Technology Corporation) (the "COMPANY") in the aggregate principal amount of $101,125, dated April 21, 2004; (ii) the Callable Secured Convertible Note of the Company in the aggregate principal amount of $101,125, dated June 11, 2004; (iii) the Callable Secured Convertible Note of the Company in the aggregate principal amount of $962,000, dated December 31, 2005; (iv) the Callable Secured Convertible Note of the Company in the aggregate principal amount of $225,600, dated January 31, 2006; (v) the Callable Secured Convertible Note of the Company in the aggregate principal amount of $108,000, dated March 6, 2006; (vi) the Callable Secured Convertible Note of the Company in the aggregate principal amount of $108,000, dated April 4, 2006; (vii) the Callable Secured Convertible Note of the Company in the aggregate principal amount of $97,650, dated May 8, 2006; and (viii) the Callable Secured Convertible Note of the Company in the aggregate principal amount of $83,700, dated June 7, 2006 Dated: June 13, 2006 AJW QUALIFIED PARTNERS, LLC By: AJW Manager, LLC By: /s/ Corey S. Ribotsky ------------------------------- Corey S. Ribotsky Manager