KBS International Inc.: Exhibit 10.35 - Filed by newsfilecorp.com





Exhibit 10.35

TERMINATION AND RELEASE AGREEMENT

          THIS
TERMINATION AND RELEASE AGREEMENT (this “Agreement”) is entered
into as of November 3, 2011, by and among KBS International Holdings Inc. (f/k/a
Bay Peak 1 Opportunity Corp.), a Nevada corporation (the “Company”) and
Bay Peak, LLC, a California limited liability company (“Consultant”).

BACKGROUND

	(A) 	
      The Company and Consultant entered into that certain
      Consulting Agreement dated as of December 20, 2010 (the “Consulting
      Agreement”), pursuant to which the Company engaged Consultant to
      provide consultation services with respect to certain of the Company’s
      business development activities.

	 	 
	(B) 	
      The Consultant and the Company desire to terminate the
      Consulting Agreement, to the extent that it remains in effect,
      immediately.

	 	 
	(C) 	
      The Consultant and the Company have therefore agreed to
      terminate the Consulting Agreement.



          NOW
THEREFORE, in consideration of the foregoing and the mutual covenants and
agreements herein contained, and intending to be legally bound hereby, the
parties hereby agree as follows:

AGREEMENT

	1 	
      TERMINATION AND RELEASE

	 	 
		
      1.1 Termination of the Consulting Agreement. Each
      party hereto, on behalf of itself and its affiliates and its and their
      respective predecessors, successors, parents, subsidiaries, agents,
      attorneys, officers, employees, directors, members, managers, partners,
      shareholders, representatives and assigns (collectively, the “Releasing
      Parties”, each a “Releasing Party”), severally agrees
      (notwithstanding and irrespective of any agreement, document, matter, or
      thing (including, but not limited to, any terms of the Consulting
      Agreement)) that the Consulting Agreement is hereby terminated in its
      entirety and that the Consulting Agreement has no force and/or effect
      (past, present and/or future) whatsoever.

	 	 
		
      1.2 Release of Obligations. No party hereto shall
      have any right, obligation, and/or liability (past, present or future)
      whatsoever arising under or in connection with the Consulting Agreement.
      Each Releasing Party agrees that each other party to the Consulting
      Agreement, including its affiliates and its and their respective
      predecessors, successors, parents, subsidiaries, agents, attorneys,
      officers, employees, directors, members, managers, partners, shareholders,
      representatives and assigns (collectively, the “Released Parties”,
      each a “Released Party”), is irrevocably and unconditionally fully
      released and discharged from any and all liabilities, obligations,
      adjustments, executions, offsets, actions, causes of action, suits, debts,
      costs, expenses, sums of money, accounts,



2





		
      reckonings, bonds, bills, covenants, contracts,
      controversies, agreements, promises, damages, judgments, claims, demands
      and/or losses whatsoever, whether known or unknown, asserted or
      unasserted, liquidated or unliquidated, absolute or contingent, accrued or
      non-accrued, actual and/or prospective (collectively, “Claims”,
      each a “Claim”), which any Releasing Party may in the past, future
      or present have or claim to have or assert against any Released Party,
      relating to, arising under or in connection with the Consulting Agreement.
      Each Releasing Party represents and warrants to each Released Party that
      it has not assigned or transferred or purported to assign or transfer to
      any person or entity all or any portion of any Claim released by the
      Releasing Parties herein.

	 	 
	2 	
      REPRESENTATIONS AND WARRANTIES

	 	 
		
      2.1 Representations and Warranties of the Company.
      The Company represents and warrants that:

	 	 
		
                (a)
      it is duly incorporated and validly existing under the laws of the
      jurisdiction of its incorporation;

	 	 
		
                (b)
      all necessary corporate action has been taken to authorize the Company to
      execute and deliver this Agreement and perform the transactions
      contemplated hereby;

	 	 
		
                (c)
      neither the execution and delivery of this Agreement, nor the performance
      of any of the transactions contemplated by this Agreement, do or will
      conflict with any law, regulation or judicial or official order, conflict
      with its constitutional documents, or conflict with any document which is
      binding on any of its assets; and

	 	 
		
                (d)
      this Agreement constitutes, or when entered into will constitute, legal,
      valid and binding obligations of the Company, enforceable (subject to
      principles of equity and laws relating to bankruptcy, insolvency or
      liquidation or any other laws generally affecting the enforcement of
      creditors’ rights) in accordance with its terms.

	 	 
		
      2.2 Representations and Warranties of the
      Consultant. The Consultant represents and warrants to the Company that
      this Agreement constitutes, or when entered into will constitute, legal,
      valid and binding obligations, enforceable (subject to principles of
      equity and laws relating to bankruptcy, insolvency or liquidation or any
      other laws generally affecting the enforcement of creditors’ rights) in
      accordance with its terms.

	 	 
	3 	
      GOVERNING LAW

	 	 
		
      This Agreement and all the rights and duties of the
      Parties arising from or relating to the subject matter of this Agreement
      shall be governed by, and construed and enforced in accordance with, the
      laws of the State of New York.

	 	 
	4 	
      SUPPLEMENTAL

	 	 
		
      4.1 Counterparts. This Agreement may be executed
      and delivered (including by facsimile transmission) in one or more
      counterparts, and by the different parties hereto in separate
      counterparts, each of which when executed shall be deemed to be an
      original but all of which taken together shall constitute one and the same
      agreement.

	 	 
		
      4.2 Further Assurances. In respect of the matters
      set forth in Section 1 of this Agreement, each of the parties hereto shall
      do and execute or procure to be done and executed all necessary acts,
      deeds, documents and/or things as may be
reasonably







requested of it by any other party
hereto by written notice to give effect to Section 1 hereof.

4.3 Amendment and Waiver. No
provision of this Agreement may be waived or amended except in a written
instrument signed by all of the parties.

4.4 Severability. If any term or
other provision of this Agreement is invalid, illegal or incapable of being
enforced by any rule of law, or public policy, all other conditions and
provisions of this Agreement shall nevertheless remain in full force and effect
so long as the economic or legal substance of this Agreement is not affected in
any manner materially adverse to any party. Upon such determination that any
term or other provision is invalid, illegal or incapable of being enforced, the
parties shall negotiate in good faith to modify this Agreement so as to effect
the original intent of the parties as closely as possible in a mutually
acceptable manner.

4.5 Assignment. No party may,
without the prior written consent of each other party, assign any of its rights
or transfer any of its obligations under this Agreement.

4.6 Entire Agreement. This
Agreement sets forth the final agreement among the parties as to the subject
matter hereof and supersedes all prior and contemporaneous agreements,
understandings, and negotiations, both written and oral, among the parties
regarding the subject matter hereof.

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          IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.

COMPANY: 

KBS INTERNATIONAL HOLDINGS INC.
 

By: /s/ Stanley Wong
       Name:
Stanley Wong
       Title: Director


CONSULTANT:

BAY PEAK, LLC
  

By: /s/ Cory
Roberts
       Name: Cory
Roberts
       Title: Managing Member

Signature Page to the Termination and Release
Agreement