TERMINATION AGREEMENT
This Termination Agreement (hereinafter and referred to as "Agreement"), is
entered into as of this ___ day of December 2003 by and between Stanford Capital
Corporation, a Delaware Corporation, formerly Ecological Services, Inc.
(hereinafter "Ecological") and Stanford Capital International Limited, a Hong
Kong Corporation (hereinafter referred to as "Stanford"), upon the following
premises:
Premises
WHEREAS, on or about the ___ day of November 2002 Ecological and Stanford
entered into an Exchange Agreement whereby Ecological acquired all of the issued
and outstanding shares of Stanford for 10,000 shares of its common stock;
WHEREAS, Ecological could not resume trading as scheduled.
NOW THEREFORE, in consideration of the stated premises and in consideration of
the mutual covenants and agreements herein set forth and the mutual benefits to
the parties to be derived herefrom, it is agreed as follows:
Agreement
1. The Exchange Agreement dated the day of November __, 2002 is hereby voided.
2. The shares of Ecological issued to the shareholders of Stanford Corporation
in consideration of the acquisition of Stanford by Ecological shall be
returned to the Treasury of Ecological.
3. The shares of Stanford tendered to Ecological shall be returned by
Ecological to the original shareholders of Stanford.
4. Each party to this Agreement shall bear their own cost in accomplishing the
terms of this Agreement, however, the shareholders of Stanford shall be
issued 50,000 restricted shares of Ecological.
5. All assets of Stanford held by Ecological shall immediately be returned to
Stanford and all assets held of Ecological held by Stanford shall be
immediately returned to Ecological.
6. Each party hereto agrees to hold the other party harmless from any causes
of action which may arise out of the termination of this agreement.
7. This Agreement shall be governed by and accordance with the laws of the
United States of America and with the respect of the matters of state law,
with the laws of the State of Delaware without giving affect to principals
of conflicts of law hereunder.
8. Any notice or other communication required or permitted hereunder shall be
in writing and shall be sufficiently given and personally delivered to it
or sent by telecopy, overnight courier, registered mail, or certified mail,
postage prepaid, and addressed as follows:
If to Ecological: Ecological Services, Inc.
11637 Orpington Street
Orlando, FL 32817
If to Stanford: Stanford Capital International Limited
Suite 4703
Central Plaza
18 Harbour Road
Wanchai, Hong Kong
With copies to: Vanderkam & Associates
1301 Travis, #1200
Houston, TX 77002
or such other addresses as shall be furnished in writing by any party in the
manner for giving notices hereunder, and any such notice or communication shall
be deemed to have been given (i) upon receipt, if personally delivered, (ii) on
the day after dispatch, if sent by overnight courier, (iii) upon dispatch, if
transmitted by telecopy, and receipt is confirmed by telephone and (iv) three
(3) days after mailing, if sent by registered or certified mail.
9. Unless required by applicable law or regulatory authority, none of the
parties will issue any report, statement or press release to the general
public, to the trade, to the general trade or trade press, or to any third
party (other than its advisors and representatives in connection with the
transactions contemplated hereby) or file any document, relating to this
Agreement and the transactions contemplated hereby, except as may be
mutually agreed by the parties. Copies of any such filings, public
announcements or disclosures, including any announcements or disclosures
mandated by law or regulatory authorities, shall be delivered to each party
at least one (1) business day prior to the release thereof.
10. This Agreement represents the entire agreement between the parties relating
to the subject matter thereof and supercedes all prior agreements,
understandings and negotiations, written or oral, with respect to such
subject matter.
11. The representations, warranties, and covenants of the respective parties
shall survive the Closing Date and the consummation of the transactions
herein contemplated for a period of two years.
12. This Agreement may be executed in multiple counterparts, each of which
shall be deemed an original and all of which taken together shall be but a
single instrument.
13. Every right and remedy provided herein shall be cumulative with every other
right and remecy, whether conferred herein, at law, or in equity, and may
be enforced concurrently herewith, and no waiver by any party of the
performance of any obligation by the other shall be construed as a waiver
of the same or any other default then, theretofore, or thereafter occurring
or existing. At any time prior to the Closing Date, this Agreement may be
amended by a writing signed by all parties hereto, with respect to any of
the terms contained herein, and any term or condition of this Agreement may
be waived or the time for performance may be extended by a writing signed
by the party or parties for whose benefit the provision is intended.
IN WITNESS WHEREOF, the corporate parties hereto have caused this Agreement to
be executed by their respective officers, hereunto duly authorized, as of the
date first-above written.
ATTEST: ECOLOGICAL SYSTEMS, INC.
/s/ Hank Vanderkam BY:/s/
Secretary or Assistant President
Secretary
ATTEST: STANFORD CAPITAL INTERNATIONAL
LIMITED
/s/ Christine Lam BY: /s/
Secretary or Assistant President
Secretary
The undersigned shareholders of Stanford Capital International Limited hereby
agree to participate in the Exchange on the terms set forth above. Subject to
Section 7.11 above, each of the undersigned hereby represents and affirms that
he has read each of the representations and warranties of Stanford Capital
International Limited set out in Article I hereof and that, to the best of
knowledge, all of such representations and warranties are true and correct.
/s/ Young Antonio Chun Kwan
Young Antonio Chun Kwan, individually
/s/ Tam Cheuk Ling
Tam Cheuk Ling, individually
/s/ Tam Cheuk Ling
Wai Lai Yung, individually
/s/ Wan Petra Ah Chun
Wan Petra Ah Chun, individually
/s/ Sun Kam Fai
Sun Kam Fai, individually
By:___________________________
Its:____________________________
/s/ Cheung Wing Lam
Cheung Wing Lam, individually
By:____________________________
Its:_____________________________
/s/ Hung Kwok Wing
Hung Kwok Wing, individually
/s/ Wong Ka Ming
Wong Ka Ming, individually
Metrolink Holdings Ltd.
By:_____________________________
Its:_____________________________