EXHIBIT 10.12
AGREEMENT TO TERMINATE AND VOID SHARE EXCHANGE
AGREEMENTS AND EMPLOYMENT AGREEMENTS
THIS AGREEMENT made December 6, 2005 (the "Termination Agreement"), hereby
terminates, voids and nullifies those certain SHARE EXCHANGE AGREEMENTS dated on
or about March 31, 2005 (the "Share Exchange Agreements"), by and among Medical
Makeover Corporation of America (hereinafter referred to as "MMA"), Medical
Makeover of Aventura, Inc. (hereinafter referred to as "Aventura"), R & I Salon,
Inc. d/b/a Xx Xxxxx International Salon (hereinafter referred to as "Envogue"),
Xxxxx Xxxxx ("Xxxxx") and Xxxx Xxxxxxx ("Broides"); and those certain EMPLOYMENT
AGREEMENTS executed in connection therewith (the "Employment Agreements" and
together with the Share Exchange Agreements, the "MMA Agreements").
Whereas, MMA, Aventura, Xxxxx, Broides and Envogue are parties to the
Agreements.
Whereas, MMA, Aventura, Xxxxx, Broides and Envogue desire to terminate,
cancel, void and nullify the Agreements.
Therefore, It is hereby agreed that the MMA Agreements shall be terminated,
canceled, nullified and voided ab initio, as of the effective date of the Share
Exchange Agreements. In connection therewith, the parties agree as follows:
1. MMA shall deliver to Broides and Xxxxx all the stock in Envogue that was to
be acquired by MMA pursuant to the Agreements, together with executed stock
powers and instruments of transfer. After delivery, neither MMA nor
Aventura shall have any claim to or right, title or interest in, to or of
Envogue or any of its assets or properties.
2. Broides and Xxxxx shall deliver to MMA all the MMA stock they were to
receive pursuant to the Agreements, together with executed stock powers and
instruments of transfer. Further, they shall deliver the Dell computer to
MMA (the receipt of which is hereby acknowledged by the execution hereof by
MMA). After delivery, neither Broides nor Xxxxx shall have any claim to or
right, title or interest in, to or of MMA or any of its assets or
properties.
3. Each of the parties to this Termination Agreement hereby forever waives,
releases, forgives and discharges each of the other parties hereto from any
loss, liability, damages or injury of any kind whatsoever from the
beginning of time to the date hereof.
4. The MMA Agreements, and each of them, are hereb declared null and void ab
initio, as of the effective date of the Share Exchange Agreements and of no
further force or effect. There shall be no continuing obligations under any
of such MMA Agreements. No party owes any other party anything as a result
of any provision in any of those MMA Agreements.
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IN WITNESS WHEREOF, the parties have signed this Termination Agreement
as of the first date written above.
Xx Xxxxx International Salon
By: /s/Xxxxx Xxxxx
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Xxxxx Xxxxx, President
/s/Xxxxx Xxxxx
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Xxxxx Xxxxx
/s/Xxxx Xxxxxxx
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Xxxx Xxxxxxx
Medical Makeover of Aventura, Inc.
Attest:
By: /s/ Xxxxx Xxxxx /s/ Xxxxxxx Xxxxxxx
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Xxxxx Xxxxx, President Xxxxxxx Xxxxxxx, Dirctor
Medical Makeover of America, Inc.
Attest:
By: /s/ Xxxxx Xxxxx /s/ Xxxxxxx Xxxxxxx
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Xxxxx Xxxxx, President Xxxxxxx Xxxxxxx, Dirctor
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