Exhibit 2.1
VPN COMMUNICATIONS CORPORATION
0000 Xxxx Xxxxxxxx Xxxx
Xxx Xxxxx, Xxxxxx 00000
Directors and Shareholders
OMNETRIX INTERNATIONAL INC.
0000 X. Xxxxxx Xxxx, Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
Gentlemen:
October 25, 2001
The purpose of this letter is to declare that the Stock Purchase Agreement and
Plan of Reorganization that was executed by and between VPN COMMUNICATIONS
CORPORATION and OMNETRIX INTERNATIONAL INC. on August 1, 2001, attached hereto,
is hereby rescinded as of its inception by mutual consent of both parties, with
neither party having any further rights or duties thereunder.
Although the agreement was entered into in good faith with a view towards its
successful completion and implementation, subsequent events and information just
recently discovered have posed insurmountable obstacles in achieving that goal.
The forecast inability of OMNETRIX to fulfill conditions subsequent to closing
to provide certified financial statement within the required time, and in
particular the impact of OMNETRIX's being unable to present suitable evidence
for reviewing and auditing certain of its assets and liabilities at this time,
have made it impossible for VPN Communications to finalize the transaction. and
to progress in a timely manner, Consequently, without the production of such
certified statements there can be. little or no ability by VPN to access needed
working capital for Omnetrix within the context of the contemplated
reorganization.
Arrangements have been made for notification to all concerned parties and for
the immediate return of original share certificates to OMNETRIX shareholders
without cancellation, and for the cancellation of the VPN shares issued to
Omnetrix shareholders, so that all parties will be restored to their original
positions with full release of any and all claims.
Gratitude and regrets are sincerely expressed to all parties to the contemplated
transaction who have diligently and faithfully extended every effort and gave
generously of themselves to fulfill the vision and bring to pass the future of
OMNETRIX contemplated by the subject transaction. Even so, the possibility is
open that in some other context VPN Communications and OMNETRIX may establish
other mutually beneficial relationships that will work for each other at a
future time, perhaps in the form of VPN becoming a value-added reseller for
Omnetrix telecom traffic, server co-location, and website hosting as
contemplated previously.
This rescission is deemed by the parties to be made by the mutual consent of
both Omnetrix and VPN Communications, with the duly authorized signatures of the
representatives of both organizations set forth below. It is further understood
that both parties agree to cause to be prepared and executed any and all further
documentation required to carry out the purpose and intent of this rescission,
restoring VPN and Omentrix and its shareholders to their original positions as
of September 30, 2001 while releasing any claim or cause of action by one
against the other,
Sincerely,
VPN COMMUNICATIONS CORPORATION
by /S/ E. G. Marchi
-------------------
E. G. Xxxxxx, President
for the Board of Directors
AGREED and ACCEPTED:
OMNETRIX INTERNATIONAL INC.
By:/S/ X. X. Xxx Xxxxx
----------------------
X. X. Xxx Xxxxx
President
