MUTUAL RESCISSION
OF
AGREEMENT AND PLAN OF REORGANIZATION
DATED NOVEMBER 29, 1996
BETWEEN
LANDMARK INTERNATIONAL, INC.
AND
LA JOLLA SECURITIES, INC.
This MUTUAL RESCISSION AGREEMENT, dated as of December 31, 1996,
between Landmark International, Inc., a California corporation (LMKI), with
offices at 0000 X. Xxxxx, Xxxxx 000, Xxxxx Xxx, Xxxxxxxxxx 00000 and La Jolla
Securities Corp., a California corporation (LJSC), with offices at 0000 Xxxxxxxx
Xxxxxx, Xxxxx
000, Xx Xxxxx, Xxxxxxxxxx 00000.
WHEREAS, the officers of LMKI and LJSC have deemed it
advisable and in the best interests of their respective stockholders
to rescind that "Agreement and Plan of Reorganization" dated November
29, 1996 between LMKI and LJSC. That "Agreement" specifically called
for the acquisition of LJSC as a wholly-owned subsidiary of LMKI.
FOR AND IN CONSIDERATION, of the mutual promises and
benefits to be derived by the parties, they do hereby completely,
mutually and reciprocally release, discharge, acquit and forgive each
other from all claims, contracts, actions, suits, demands,
agreements, liabilities, and proceedings of every nature and
description both at law and in equity that either party has or may
have against the other, arising from the beginning of time to this
date, including but not limited to, any claim arising from that
"Agreement and Plan of Reorganization" dated November 29, 1996.
THIS RELEASE shall be governed by the laws of the State of California
and shall be binding and inure to the benefits of the parties, their successors,
assigns and personal representatives.
Signed under seal on the date first above written.
LA JOLLA SECURITIES CORP. LANDMARK INTERNATIONAL, INC.
Xxxxx X. Xxxxxxx, President - CEO
Xxxxxxx Xxxxxx, President
Date: Date:
