RESCISSION OF AMENDED AGREEMENT FOR THE EXCHANGE
OF STOCK AND MUTUAL RELEASE OF ALL CLAIMS
An Amended Agreement for the Exchange of Stock dated February 3, 1997
(the "Agreement") was entered by Eurotronics Holdings, Inc., a Utah corporation
("Eurotronics"), InterConnect West, Inc., a Utah corporation ("InterConnect
West"), Xxxx Xxxxxx, an individual, and certain other consultants who brought
these parties together (Eurotronics, InterConnect West and Xxxxxx are
hereinafter collectively referred to as the "Parties"). Pursuant to the
Agreement, Eurotronics was to acquire from Xxxxxx all issued and outstanding
shares of InterConnect West, which would have made InterConnect West its wholly
owned subsidiary. Eurotronics was to issue 2,300,000 shares of its common stock,
par value $0.0001, to Xxxxxx as consideration for his delivery of all of
InterConnect West's common shares. These transfers and issuances have not
transpired due to the lack of proper funding, delays in obtaining regulatory
approval, all of which precluded the proper approval by the shareholders of
Eurotronics.
For valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties hereby agree to rescind and terminate ab initio
the February 3, 1997 Amended Agreement for the Exchange of Stock because
material conditions in the Agreement have not been fulfilled and the Parties
have determined that the terms set forth in the Agreement are no longer in the
best interests of any of the Parties. The Parties agree not to be bound by the
terms of the Agreement, and further agree to hold one another harmless, release
any and all claims against one another stemming from the Agreement, and
indemnify one another with respect to any obligations arising pursuant to or
from the Agreement. These releases do not include expenditures Xxxxxx has made
on behalf of Eurotronics, which amounts are still payable to Xxxxxx by
Eurotronics and referenced in the attached Exhibit A.
All Parties agree to waive any interests in any shares that have not
been issued and transferred, particularly the Eurotronics shares to Xxxxxx and
the InterConnect West shares to Eurotronics. The recission contemplated in this
document is complete upon the signing of the Parties.
/s/ Xxx Xxxxxx /s/ Xxxx Xxxxx
Xxx Xxxxxx, Director Xxxx Xxxxx, Director
Eurotronics Holdings, Inc. Eurotronics Holdings, Inc.
/s/ Xxxx Xxxxxx /s/ Xxxx Xxxxxx
Xxxx Xxxxxx Xxxx Xxxxxx, President
InterConnect West, Inc.
