THIS TERMINATION AGREEMENT (the "AGREEMENT") is made and entered into effective as of
February ___, 2002, by and between CELERITY SYSTEMS, INC., a Delaware corporation (the "Company"),
and CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor").
WHEREAS, the Company and the Investor entered into an Equity Line of Credit Agreement dated as of June
14, 2001 (the "EQUITY LINE OF CREDIT"); wherein the Company shall issue and sell to the Investor, and the
Investor shall purchase from the Company, up to $10 million of the Company's common stock; and
WHEREAS, the Company and the Investor entered into various agreements in connection with the Equity Line of
Credit, including the Registration Rights Agreement dated as of June 14, 2001 and the Warrant Agreement dated
as of August 27, 2001 pursuant to which the Company granted the Investor options to purchase 2,500,000
shares of common stock and the Escrow Agreement dated as of June 14, 2001. Collectively, the Agreement, the
Registration Rights Agreement, the Warrant Agreement and the Escrow Agreement are referred to as the
NOW, THEREFORE, in consideration of the promises and the mutual promises, conditions and covenants
herein contained and in the Agreement, 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 the Agreement hereby terminates its respective rights and obligations
under the Transaction Documents. As a result of this provision, none of the parties shall have any rights or
obligations under or with respect to the Transaction Documents. The Investor agrees to deliver to the Company
the originally signed copy of the Warrant Agreement, which shall be promptly canceled by the Company.
IN WITNESS WHEREOF, the parties have signed and delivered this Termination Agreement on the date first
set forth above.
CELERITY SYSTEMS, INC.