RECISSION AGREEMENT
This Recission Agreement (the "Agreement") is
entered into as of November 1, 1996, is effective as of November 14, 1995 and is
by and between KSM Financial Holdings, a Nevada corporation ("KSM"), Development
Bancorp, Ltd., a Washington corporation ("Bancorp"), and Xxxxx Xxxxxx, the
former shareholder of KSM ("Shareholder").
R E C I T A L S
WHEREAS, Bancorp and KSM had entered into
a Share Purchase Agreement dated November 14, 1995 (the "Purchase
Agreement") pursuant to which Bancorp acquired all of the common stock
of KSM from Shareholder in exchange for Series B Convertible Preferred
Stock of Bancorp; and
WHEREAS, the parties hereto desire to rescind the Purchae Agreement.
In consideration of the foregoing recitals, the parties agree as
follows:
1. Incorporation of Recital Paragraph. The recitals are
incorporated herein by this reference.
2. Recission. The parties hereto agree that the Purchase Agreement
shall be treated as if it were never executed by the parties. Shareholder
consents to the cancellation of the Series B Convertible Preferred Stock and any
Bancorp stock options granted to him and Bancorp agrees to return any stock
certificates of KSM in its possession. All amounts paid to KSM in connection
with the Purchase Agreement and any additional amounts advanced by
Bancorp to KSM, its employees or to Global Finance or its
employees shall be deemed loans to KSM. Such loans shall mature November 1,
1, 2001 with 8% interest paid annually, commencing November 1, 1997.
3. Consideration and Mutual Release. In consideration of and subject to
the terms set forth in Section 2, each party on behalf of itself, its partners,
successors, assigns, agents, representatives, employees, affiliates, and all
persons acting by, through, under or in consort with it, if any, hereby releases
and discharges the other party and its owners, stockholders, partners,
predecessors, successors, assigns, agents, directors, officers, representatives,
employees, affiliates, attorneys, subsidiaries and all persons acting by,
through, under or in consort with it, if any, from any and all rights, causes of
action, demands, damages, costs, loss of services, expenses and compensation
whatsoever, claims, duties, obligations and actions which each party and its
above-mentioned agents, successors, representatives and assigns now have, or as
may hereinafter arise against the other party and its above-mentioned employees,
agents, successors and assigns, arising out of or connected in any manner with
the Purchase Agreement or the matters referred to in the recitals hereto, and
agree that the Purchase Agreement is null and void ab initio.
4. Waiver of Civil Code Section 1542. Notwithstanding
Section 1542 of the California Civil Code, which provides that:
A general release does not extend to claims which
the creditor does not know or suspect to exist in his favor at the time
of executing the agreement, which if known by him must have materially
affected his settlement with the debtor.
this Agreement releases all damages or losses whether known, unknown, foreseen
or unforeseen which each party may have against the other party relating to the
Purchase Agreement. Each party acknowledges that it understands and acknowledges
the significance and consequences of such specific waiver of Section 1542, and
hereby assumes full responsibility for any damages or losses she, in the future,
may incur or may have incurred.
5. Miscellaneous.
5.1 This Agreement is freely and voluntarily executed
by each party after having been apprised of all relevant information and all
data. Each party, in executing this Agreement, has not relied on any
inducements, promises, or representations made by any other party hereto, or
their employees or agents, and the execution of this Agreement does not
represent an admission of liability on the part of any party hereto.
5.2 In the event that legal proceedings are commenced
to enforce or interpret any of the terms or conditions of this Agreement, or for
breach of any such terms and conditions, the losing party in such proceeding
shall pay to the prevailing party such reasonable sums for attorneys' fees and
costs incurred as may be fixed by the court or jury in addition to any other
relief to which it may be entitled.
5.3 This Agreement is to be governed by, and construed
in accordance with, the laws of the State of California.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
KSM FINANCIAL HOLDINGS DEVELOPMENT BANCORP, LTD.
Xxxxx Xxxxxx Xxxxxxx Xxxx,
President Secretary-Treasurer
SHAREHOLDER
Xxxxx Xxxxxx
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