RESCISSION
OF ACQUISITION AGREEMENT
THIS RESCISSION AGREEMENT is entered into by and between Inncardio,
Inc., a Utah corporation (formerly Sotftwall, Inc.; hereinafter referred to
as "the Company"), and Inncardio, Inc., a Delaware Corporation (hereinafter
referred to as "the Subsidiary").
WITNESSETH:
WHEREAS, the parties entered into an Acquisition Agreement, dated
February 22, 2005, hereinafter referred to as the "Agreement", whereby the
Company acquired all shares of the Subsidiary, and
WHEREAS, the Company desires to rescind the Agreement, and
WHEREAS, the Subsidiary and the former controlling shareholder of the
Subsidiary also desire to rescind the Agreement, and
WHEREAS, the mutual desire to rescind is based on the instability of
the capital markets in the biotech industry which has prevented the Company
from raising capital necessary to properly fund its plan of operations and
establishing a liquid market for the Company's common stock.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained, the parties hereto do hereby mutually covenant
and agree that the Agreement, heretofore entered into by and between the
parties hereto, in which the Company acquired all of the shares of common
stock of the Subsidiary, shall be and hereby is rescinded, terminated and
canceled effective of the 31st day of March, 2006 (for accounting
purposes), and pursuant to this rescission the parties further agree as
follows:
A. All rights, title and interest in and to the shares stock of the
Subsidiary, acquired by the Company, is hereby repudiated by the Company.
B. The Company agrees to the return and cancellation of 13,500,000
shares of stock in the Company which were delivered to shareholders of the
Subsidiary.
C. The Company agrees further to the cancellation of all of the
shares of the Subsidiary that were physically transferred to the Company,
if any.
D. The Company and the Subsidiary agree that the Agreement is
rescinded in its entirety and that each party waives all rights they may
have against the other party pursuant to the Agreement and all obligations
under the Agreement are terminated.
E. This instrument contains the entire agreement of the parties and
may be executed in any number of counterparts, each which shall be deemed
an original, but such counterparts together counts as only one and the same
instrument.
G. The interpretation of terms and performance of this Rescission
Agreement shall be governed by and construed under the laws of the State of
Utah.
WHEREFORE, we have set our hands hereunder to be effective the 7th day
of June, 2006.
INNCARDIO, INC., a Utah Corporation
(Formerly Softwall, Inc.)
By:_____________________________________
President
INNCARDIO, INC., a Delaware Corporation
By:_____________________________________
President
