EXHIBIT 8
RESCISSION AGREEMENT
THIS RESCISSION AGREEMENT AND RELEASE ("Agreement") is entered into by and
between CENTRE CAPITAL CORPORATION, a Nevada corporation ("CCCX"), and
EQUITABLE ASSETS INCORPORATED, a Belize corporation ("Equitable") to be
effective as of September 30, 2000.
RECITALS:
A. Equitable sold to CCCX 58,285.71 tons of paid up Zeolite mineral
pursuant to a Zeolite Purchase Agreement dated July 3, 2000 between
CCCX and Equitable (the "Purchase").
B. In payment for the Zeolite CCCX delivered 1,000,000 restricted shares
of CCCX common stock to Equitable.
C. For reasons beyond the control of the parties the transaction could
not be completed as contemplated and in a manner that would facilitate
commercial exploitation by CCCX, thereby reducing the value of the
transaction to CCCX.
D. The parties desire to amicably and mutually rescind and cancel the
Purchase with CCCX returning the 58,285.71 tons of paid up Zeolite
mineral to Equitable and Equitable returning the 1,000,000 restricted
shares of CCCX common stock paid by CCCX to Equitable.
AGREEMENT:
1. CCCX and Equitable hereby mutually rescind and cancel the Purchase and
the Zeolite Purchase Agreement dated July 3, 2000 between CCCX and
Equitable dated July 3, 2000 between CCCX and Equitable.
2. The effective date of the rescission shall be September 30, 2000.
3. Each party shall bear its own expenses in connection with the Purchase
and the original execution of the Zeolite Purchase Agreement and in
connection with this Rescission Agreement.
4. (a) General Release of CCCX. Equitable on behalf of
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itself, its assigns, any agent, any representative, any attorney, or
anyone acting on its' behalf, irrevocably and unconditionally release
and forever discharge CCCX and/or subsidiary companies, stockholders,
successors, and CCCX's assigns, agents, directors, officers,
employees, representatives, attorneys, divisions, subsidiaries,
affiliates (and agents, directors, officers, employees,
representatives and attorneys of such, customers, clients, divisions,
subsidiaries and affiliates), and each of them (collectively,
"Releasees"), from all charges, complaints, claims (including but not
limited to liability for breach of contract, fraud, Texas Deceptive
Trade & Practices Act, and violations of federal and Texas securities
law claims), liabilities, actions, suits, rights, demands, costs,
losses, and debts of any nature, known or unknown, suspected or
unsuspected, including, but not limited to, rights under federal,
state, or local laws relating to the issuance of securities, or claims
growing out of any issuance of securities by CCCX, or claims relating
to fraud, tort, personal injury or any alleged agreement that
Equitable now has or claims to have, or which Equitable at any time
hereinafter may have or claim to have, against any of the Releasees,
provided, however, this release shall not include a release of any of
the terms and provisions of this Agreement to be observed, kept, or
performed on the part of CCCX.
(b) General Release of Equitable. CCCX on behalf of itself, its
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assigns, any agent, any representative, any attorney, or anyone acting
on its' behalf, irrevocably and unconditionally release and forever
discharge Equitable and/or subsidiary companies, stockholders,
successors, and Equitable's assigns, agents, directors, officers,
employees, representatives, attorneys, divisions, subsidiaries,
affiliates (and agents, directors, officers, employees,
representatives and attorneys of such, customers, clients, divisions,
subsidiaries and affiliates), and each of them (collectively,
"Releasees"), from all charges, complaints, claims (including but not
limited to liability for breach of contract, fraud, Texas Deceptive
Trade & Practices Act, and violations of federal and Texas securities
law claims), liabilities, actions, suits, rights, demands, costs,
losses, and debts of any nature, known or unknown, suspected or
unsuspected, including, but not limited to, rights under federal,
state, or local laws relating to the issuance of securities, or claims
growing out of any issuance of securities by CCCX, or claims relating
to fraud, tort, personal injury or any alleged agreement that CCCX now
has or claims to have, or which CCCX at any time hereinafter may have
or claim to have, against any of the Releasees, provided, however,
this release shall not include a release of any of the terms and
provisions of this Agreement to be observed, kept, or performed on the
part of Equitable.
(c) Matters Released. This release includes any and all causes of
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action that could have been asserted in connection with or arising out
of the Zeolite Purchase Agreement, including but not limited to,
claims arising under the Securities Act of 1933, the Securities and
Exchange Act of 1934, Texas Securities Act, Texas Deceptive Trade
Practices Act, ERISA, any claims for breach of contract, fraud,
exemplary damages, securities law violations, negligence and breach of
fiduciary duty, attorneys' fees, tort or personal injury of any sort,
and any claim under any state or federal statute or regulation, in
equity or at common law.
5. From and after the Closing, upon the reasonable request of counsel for
CCCX, Equitable shall execute, acknowledge and deliver such documents
as may be appropriate to carry out the transaction contemplated by
this Agreement. CCCX shall execute, acknowledge and deliver a
reassignment of the Zeolite back to Equitable in a form suitable for
recordation upon the reasonable request of counsel for Equitable.
6. The timing and content of any announcements, press releases or other
public statements concerning the rescission of the Purchase will occur
upon, and be determined by, CCCX. The foregoing notwithstanding,
nothing herein shall prohibit any party from making any public
disclosure regarding this Agreement and the nature and status of the
transaction contemplated herein if in the opinion of counsel to such
party such disclosure is required under applicable laws.
7. Each of the Parties will cooperate in providing the information
necessary for inclusion in any public disclosure or SEC filing, which
information will in all respects comply with the requirements and
provisions of the Securities Act.
8. Equitable hereby assigns and transfers to CCCX all of its beneficial
and record interest owned in the 1,000,000 .restricted shares of CCCX
common stock that was paid by CCCX to Equitable for the Purchase (the
"Shares"), standing in its name on the books of CCCX, said shares more
particularly represented in share certificate number(s)
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Equitable does hereby irrevocably appoint, with full power of substitution,
Xxxx Xxxxxx, attorney to transfer the 1,000,000 of the shares of stock listed in
the preceding paragraph on the books of said Company for cancellation.
This assignment of the Shares by Equitable to CCCX Xxxxxx is made for the
purpose of returning the consideration paid pursuant to the terms of the
Purchase.
EQUITABLE:
EQUITABLE ASSETS INCORPORATED,
a Belize corporation
By: /s/ Xxxxx Xxxx
Xxxxx X. Xxxx, Vice President
CCCX:
CENTRE CAPITAL CORPORATION,
a Nevada corporation
By: /s/ Xxxx Xxxxxx
Xxxx Xxxxxx, CEO
