Penalty Forgiveness and Waiver Agreement between New Millennium Capital Partners II, LLC and Midnight Holdings Group, Inc.

Summary

New Millennium Capital Partners II, LLC agrees to forgive all penalties and liquidated damages, both past and future, that Midnight Holdings Group, Inc. (formerly Redox Technology Corporation) has accrued or may accrue under several specified Callable Secured Convertible Notes, from their issuance dates through March 31, 2007. Additionally, New Millennium waives its rights under Section 3.10 of these notes for the same period. This agreement relieves the company of certain financial obligations related to these notes until the specified date.

EX-10.8 9 c43132_ex10-8.txt EX-10.8 FORGIVENESS OF PENALTIES ------------------------ New Millennium Capital Partners II, 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 $10,175, dated April 21, 2004; (ii) the Callable Secured Convertible Note of the Company in the aggregate principal amount of $10,175, dated June 11, 2004; (iii) the Callable Secured Convertible Note of the Company in the aggregate principal amount of $52,000, dated December 31, 2005; (iv) the Callable Secured Convertible Note of the Company in the aggregate principal amount of $12,000, dated January 31, 2006; (v) the Callable Secured Convertible Note of the Company in the aggregate principal amount of $4,000, dated March 6, 2006; (vi) the Callable Secured Convertible Note of the Company in the aggregate principal amount of $4,000, dated April 4, 2006; (vii) the Callable Secured Convertible Note of the Company in the aggregate principal amount of $4,550, dated May 8, 2006; and (viii) the Callable Secured Convertible Note of the Company in the aggregate principal amount of $3,900, dated June 7, 2006 Dated: June 13, 2006 NEW MILLENNIUM CAPITAL PARTNERS II, LLC By: First Street Manager II, LLC By: /s/ Corey S. Ribotsky ------------------------------ Corey S. Ribotsky Manager