bpwarrantcancellation.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
10.30

    


    WARRANT
CANCELLATION AGREEMENT

    


    This Warrant Cancellation Agreement
(this “Warrant Cancellation Agreement”) is made this 6th of
March, 2008 by and between Findex.com, Inc., a corporation organized and
existing under the laws of the State of Nevada and which maintains its principal
place of business at 620 North 129th Street,
Omaha, NE 68154 (“Findex”) and Barron Partners, LP, a limited partnership
organized and existing under the laws of the State of Delaware and which
maintains its principal place of business at 730 Fifth Avenue, 9th Floor,
New York, NY 10019(“Barron Partners”)(the parties may be referred to hereinafter
individually as a “Party” or jointly as the “Parties”).

    


    WHEREAS, Barron Partners is currently
the holder of record of certain warrants to acquire up to twenty-one million
eight-hundred seventy-five thousand (21,875,000) shares of Findex common stock,
par value $.001 per share, which warrants are exercisable, in accordance with
their respective terms, through 5:00 pm EST on November 9, 2009 at prices
ranging from $0.18 to $0.60 per share (the “Subject Warrants”);

    


    WHEREAS, Findex now desires to cause
the Subject Warrants to be terminated and cancelled for all
purposes;

    


    WHEREAS, Barron Partners has agreed to
allow the Subject Warrants to be terminated and canceled in exchange for a sum
certain in cash;

    


    NOW, THEREFORE, for and in
consideration of the respective obligations set forth herein, the Parties do
hereby agree as follows:

    


    
      	
            	
              (1)  

            	
              Cancellation of
      Subject Warrants.  In consideration of an amount in cash
      paid by Findex to Barron Partners equal to one hundred fifty thousand
      dollars ($150,000), the receipt and sufficiency of which is hereby
      acknowledged by Barron Partners, the Subject Warrants are hereby
      terminated and cancelled for all purposes on the books and transfer
      records of Findex.

            


    

    


    
      	
            	
              (2)  

            	
              Surrender of Original
      Warrant Certificates.  Upon receipt of one hundred fifty
      thousand dollars ($150,000) from Findex , Barron Partners agrees to
      promptly surrender and deliver to Findex at its principal office address
      set forth above the original warrant certificates in its possession
      representing the Subject Warrants, and to cause to be destroyed any copies
      thereof.

            


    

    


    
      	
            	
              (3)  

            	
              Amendment;
      Integration.  This Warrant Cancellation Agreement shall
      not be changed, modified, or amended except by a writing signed by both of
      the Parties.  It sets forth the entire agreement and
      understanding between the Parties as to the subject matter hereof and
      supersedes all prior discussions, agreements, and understandings of any
      and every nature between them.

            


    

    


    
      	
            	
              (4)  

            	
              Findex
      agrees to hold harmless Barron Partners from any losses Findex may sustain
      from canceling the warrants.

            


    

    


    
      	
            	
              (5)  

            	
              Barron
      Partners agrees to hold harmless Findex from any losses Barron Partners
      may sustain from canceling the
warrants.

            


    

    


    
      	
            	
              (6)  

            	
              Governing Law;
      Jurisdiction.  Notwithstanding the place where this
      Warrant Cancellation Agreement may be executed by either Party, it is
      agreed that all the terms and provisions hereof shall be construed in
      accordance with and governed by the laws of the State of New York without
      regard to principles of conflicts of laws.  The Parties hereby
      agree that any dispute that may arise between them arising out of or in
      connection with this Warrant Cancellation Agreement shall be adjudicated
      before a court located in the County of New York, NY  and they
      hereby submit to the exclusive jurisdiction of the courts of the State of
      New York located in New York, NY, and of the federal courts having
      jurisdiction in such district with respect to any action or legal
      proceeding commenced by either Party, and irrevocably waive any objection
      they now or hereafter may have respecting the venue of any such action or
      proceeding brought in such a court or respecting the fact that such court
      is an inconvenient forum, relating to or arising out of this Warrant
      Cancellation Agreement or any acts or omissions relating to the purchase
      or sale of the securities hereunder, and consent to the service of process
      in any such action or legal proceeding by means of registered or certified
      mail, return receipt requested, in care of the other Party at its address
      listed above or at such other address as may hereinafter be provided by
      the receiving Party.

            


    

    


    
      	
            	
              (7)  

            	
              Counterparts.  This
      Warrant Cancellation Agreement may be executed by the Parties in
      counterparts.

            


    

    


    IN
WITNESS WHEREOF, the Parties have executed this Warrant Cancellation Agreement
as of the day and year first written above.

     

     

    
      
        	 BARRON
      PARTNERS, LP  	 	 	 FINDEX.COM,
      INC	 
	 	 	 	 	 
	
                /s/
      Andrew Barron Worden

              	 	 	
                /s/
      Steven Malone

              	 
	
                Name:
      Andrew Barron Worden    

              	 	 	
                Name:
      Steven Malone

              	 
	
                Title:
      President, General Partner 

              	 	 	
                Title:
      President & Chief Executive Officer