RELEASE AND SETTLEMENT AGREEMENT
This Mutual Release and Settlement Agreement (the "Agreement") is
entered into as of January 28, 2003 and is by and between Skyframes, Inc., a
Texas corporation ("Skyframes") and Skyframes, Inc., a Delaware corporation
formerly known as Helsinki Capital Partners, Inc.
("Helsinki").
R E C I T A L S
WHEREAS, Helsinki and Skyframes had entered into an Agreement
and Plan of Reorganization dated August 3, 2002 (the "Agreement")
pursuant to which Helsinki acquired all of the common stock of
Skyframes from the shareholders of Skyframes in exchange for 8,500,000
shares of common stock of Helsinki; and
WHEREAS, there have been delays in causing the common stock of
Helsinki to be approved for trading on the OTC Bulletin Board, and the
original shareholders of Skyframes desire to obtain such listing on an
expedited basis, and desire to rescind the acquisition with Helsinki;
and
WHEREAS, the parties hereto desire to arrange for the mutually
satisfactory termination of any obligations of the parties arising out
of or relating to the 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. Consideration and Mutual Release. In consideration of and subject to
the terms set forth in Section 3, 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 Agreement or the matters referred to in the recitals hereto, and agree that
the Agreement is mutually rescinded.
3. Terms. In settlement, the parties hereto agree that Helsinki
shall return all of
the 85,000 shares of Skyframes it owns and Skyframes shall return the
certificates for the
8,500,000 shares of Helsinki received by its shareholders. Skyframes
shall also return all shares
to Helsinki issued under Helsinki's Form S-8. The parties shall have no other
liabilities or claims against the other.
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.
SKYFRAMES, INC. SKYFRAMES, INC.
a Texas corporation a Delaware corporation
Xxxxxxx X. Xxxxxxx, Xx. Xxxxxxx X. Xxxxxxx, Xx.
Chairman Chairman
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