RESCISSION AGREEMENT
This
RESCISSION AGREEMENT (this “Agreement”) is made as of May 18, 2006 by and among
Shanxi Fujia Coking and Chemical Company Limited (“FJCC”), a Chinese corporation
and 75% subsidiary of Tagalder C3 Holdings Inc, a British Virgin Islands company
(“Tagalder”), which is in turn an 88% subsidiary of NT Holding Corp (the
“Company”) on the one hand; and Shanxi Jinyan Coal and Chemical Company Limited
(“Jinyan”), and the shareholders of Jinyan (the “Shareholders”) on the other
hand.
1. Rescission.
Effective as of the date hereof, all transactions, actions, and covenants set
forth in the Acquisition Agreement by and among he parties dated as of May
1,
2006 (the “Acquisition Agreement”) are hereby rescinded and all Parties hereby
agree to co-operate with reverting the Parties back to the same position each
of
them were in before May 1, 2006.
2. Release.
Except
for the rights and obligations of the Parties arising from this Agreement,
each
of the Parties hereby, for himself/itself, his/its employees, agents, partners,
members, representatives, controlled entities and affiliates, successors and
assigns, discharges and releases all other Parties and its past and present
employees, agents, executors, administrators, trustees, heirs, attorneys,
partners, insurers, representatives, assigns, predecessors, successors and
related entities (the “Released Parties”), from any and all claims, damages,
actions, judgments, obligations, attorneys' fees, indemnities, subrogations,
duties, demands, controversies and liabilities of every nature at law or in
equity, liquidated, or unliquidated, known or unknown, matured or unmatured,
foreseeable or unforeseeable, which they had or have arising out of any
circumstance, thing, or event alleged, or arising out of the Acquisition
Agreement and any and all other matters of any nature whatsoever in connection
with the Acquisition Agreement.
3. Entire
Agreement.
This
Agreement constitutes the entire contract between the parties and it supersedes
all prior and contemporaneous agreements, arrangements, negotiations and
understandings between the parties relating to the subject matter hereof. There
are no other understandings, statements, promises or inducements among the
parties, oral or otherwise, contrary to the terms of this Agreement. No
representations, warranties, covenants or conditions, express or implied,
whether by statute or otherwise, other than as set forth herein, have been
made
by any party hereto regarding the subject matter hereof.
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IN
WITNESS WHEREOF, the undersigned have duly executed this Agreement as of the
date first above written.
By:
/s/
Xxxx Xx
Xxxx
XXXX XX XXXX, Authorized Officer
Date:
Xxxx 18, 2006
SHANXI
FUJIA COKING AND CHEMICAL COMPANY LIMITED
By:
/s/
Wang
Erjin
WANG ERJIN, Authorized Officer
Date:
May
18, 2006
SHANXI
JINYAN COAL AND CHEMICAL COMPANY LIMITED
SHAREHOLDER:
By:
/s/
Wan
Kexiao
WAN KEXIAO
SHAREHOLDER:
By:
/s/
Wen
Xxxxxxx
XXX KEZHONG
