RESCISSION OF AGREEMENTS
AND
RELEASE AND INDEMNIFICATION OF CLAIMS
THIS RESCISSION OF AGREEMENTS AND RELEASE OF CLAIMS ("Rescission and
Release") is made as of this 10th day of May 1999 between and among Nugget
Exploration, Inc. ("Nugget"), Imaging Management Associates, Inc. ("Imaging"),
and Xx. Xxxxxxx Xxxxxx ("Xxxxxx") (Nugget, Imaging and Xxxxxx may be
collectively referred to as the "Parties"), for the purpose of rescinding a
variety of transactions related to a merger of Imaging and Nugget.
RECITALS
WHEREAS, effective December 9, 1998, Nugget and Imaging, which is owned
by Xxxxxx, entered into a Purchase and Sale Agreement, which was related to an
Employment Agreement entered on November 30, 1998 by and between Nugget and
Xxxxxx.
WHEREAS, pursuant to the Purchase and Sale Agreement, Nugget was to
acquire two operating imaging centers from Imaging in exchange for 1,250,000
restricted shares of Nugget common stock.
WHEREAS, pursuant to the Employment Agreement, Xxxxxx was to become
employed by Nugget in exchange for a compensation package that included, among
other things, an option to purchase 3,000,000 restricted shares of Nugget common
stock, which option Xxxxxx did exercise in exchange for a Promissory Note and
Stock Pledge Agreement to Nugget (the Purchase and Sale Agreement, the
Employment Agreement, the Promissory Note, and the Stock Pledge Agreement may be
collectively referred to as the "Agreements").
WHEREAS, Imaging and Nugget wish to mutually rescind the Agreements
because Imaging's audited financial statements, which are still unfinished, are
not expected to substantially reflect the unaudited statements Nugget was
provided during the negotiation of the Purchase and Sale Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises, covenants,
representations and warranties contained herein, and the recitals expressed
above, which are incorporated herein by this reference, and of the mutual
benefits to be derived herefrom, and intending to be legally bound, the Parties
hereto agree as follows:
1. Nugget, Imaging and Xxxxxx hereby agree to immediately rescind and
terminate, ab initio, the Agreements. The Parties agree not to be bound by the
terms of the Agreements because material conditions have not been fulfilled and
the Parties have determined that the transactions are therefore not in their
best interests.
2. The Parties further agree to hold one another harmless, release any
and all claims against one another stemming from the Agreements and indemnify
one another with respect to any obligations arising pursuant to or from the
Agreements, including any and all out of pocket costs and expenses.
3. All shares issued or to be issued under the Agreements shall be
returned to the respective issuers of such shares. All Parties agree to waive
any interests in any shares that have not been issued or transferred.
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4. The officers and directors of Nugget immediately prior to the
Employment Agreement and Purchase and Sale Agreement shall be reinstated as the
officers and directors of Nugget effective upon mutual execution of this
Rescission and Release. The Rescission and Release contemplated herein is
complete upon signing of the Parties.
Nugget Exploration, Inc. Xx. Xxxxxxx Xxxxxx
/s/ Xxxxx Xxxxxx /s/ Xx. Xxxxxxx Xxxxxx
Xxxxx Xxxxxx, Director and former Xx. Xxxxxxx Xxxxxx
President and Secretary
Imaging Management Associates, Inc.
/s/ Xx. Xxxxxxx Xxxxxx
Xx. Xxxxxxx Xxxxxx
