AGREEMENT TO RESCIND
AGREEMENT AND PLAN OF REORGANIZATION
This Agreement to Rescind is made and entered into as of this 27th day of
September, 1999, primarily between SGI Capital, Inc., an Illinois corporation
("SGI-IL"), and its two shareholders, Rochester Property Holdings, Limited, a
British Virgin Islands corporation ("Rochester") and Palcan Group, Inc., an
Illinois corporation ("Palcan"), and Solar Group, Inc. (f/k/a Solar Age
Industries, Inc.), a Nevada corporation ("SGI-NV").
RECITALS
Whereas, SGI-IL and its two shareholders Rochester and Palcan, entered into an
Agreement and Plan of Reorganization (the "Plan") with SGI-NV on or about the
30th day of June, 1998 and thereafter said Plan was fully performed between said
parties;
Whereas, prior to the effective date of the Plan, Rochester through ownership of
Mirtas Limited, a Russian corporation ("Mirtas") owned a majority interest of
ninety percent of NBM Stroyservice Investment and Construction Company, a
Russian corporation ("NBM").
Whereas, NBM was and still is prior to the effective date of this Agreement to
Rescind the sole operational company of SGI-IL and thereby of SGI-NV, due to the
fact that SGI-IL is presently the only wholly owned subsidiary of SGI-NV and
SGI-NV presently has no other business or operations as of this date;
Whereas, the Russian auditors of NBM has provided financial statements of NBM
through the fiscal ended December 31, 1998, but said Russian auditors have
refused to turn over any of its working papers to the U.S. auditors of SGI-NV;
Whereas, SGI-NV or its U.S. auditors are unable to prepare any consolidated
financial statements for its business and operations without duly qualified
audited and certified financial statements of NBM in accordance with GAAP
accounting pursuant to American accounting standards, except at a great and
enormous expense;
Whereas, SGI-NV must have duly audited and certified financial statements in
order for it to become a "reporting company" to the Securities and Exchange
Commission ("SEC") which SGI-NV must now do;
Whereas, SGI-NV is presently a publicly held corporation and its shares are
presently being quoted on the OTC Bulleting Board;
Whereas, in order for SGI-NV to maintain such quotations on the OTC Bulletin
Board pursuant to new rules passed by the National Association of Securities
Dealers, Inc. ("NASD"), which were recently approved by the SEC, SGI-NV must
promptly file a duly qualified registration statement with the SEC in order for
SGI-NV to become a "reporting company" with the SEC;
Whereas, SGI-NV cannot meet such standards of being a "reporting company"
without a duly audited and certified financial statement pursuant to GAAP
accounting under American standards so long as NBM is a part of SGI-NV;
Whereas, SGI-NV cannot meet such standards of being a "reporting company"
without a duly audited and certified financial statement pursuant to GAAP
accounting under American standards so long as NBM is part of SGI-NV;
Whereas, due to the deterioration of economic and financial conditions in Russia
over the past year or so, it became very difficult for SGI-NV and its management
to maintain NBM, its subsidiary in that region; and
Whereas, the Parties hereto now desire to rescind the Plan as hereinafter
provided.
NOW THEREFORE, pursuant to the mutual covenants of the Parties hereto, the
Parties hereto agree as follows:
1. The recitals appearing above are expressly made a part of this
Agreement of Rescind.
2. The Plan and the agreement entered into to effectuate the Plan back are
hereby deemed null and void.
3. The Parties agree to return everything transferred pursuant to the Plan
back to the original owner as if no Plan had been entered into.
4. NBM, Mirtas and SGI-IL are hereby eliminated from SGI-NV, as if they
never were a part of SGI-NV.
5. Rochester and Palcan agree to return all of the shares they received
from SGI-NV to SGI-NV, to wit: an aggregate of 8,000,000 shares of
Common Stock of SGI-NV.
6. The Parties hereto agree that as a result of this Agreement to Rescind
the parties should be returned to the status quo ante just immediately
prior to the effectuation of the Plan.
7. SGI-IL, Rochester and Palcan agree that NBM and Mirtas can be returned
to them without any cost or expense by SGI-NV as if the Plan had never
been effected.
8. The parties hereto agree to mutually release each other when and at the
time the Agreement to Rescind is fully effected and completed by the
parties hereto.
Signed by duly authorized officers:
SGI CAPITAL, INC. PALCAN GROUP INC.
By: /s/ Xxxx X. Xxxxxxxxx By: /s/ Xxxx X. Xxxxxxxxx
Name: Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx
Title: President Title: Chairman
SOLAR GROUP, INC. ROCHESTER PROPERTY HOLDINGS
LIMITED
By: /s/ Xxxx X. Xxxxxxxxx By: /s/ Xxxxxxx Xxxxx
Name: Xxxx X. Xxxxxxxxx Name: Xxxxxxx Xxxxx
Title: President Title: President