RECISSION AGREEMENT.
This Recission is effective as of May 15, 2000 by and between
X-XXXXX.XXX, INC. (hereinafter "E-VEGAS') and VOIP TELECOM INC.
formerly PRESIDENTS TELECOM, INC. (hereinafter VOIP); collectively
the Parties.
Whereas, the parties entered into a letter of Intent on 28th
September, 1999 and entered Into a purchase agreement ("the
Agreement") on the 2 day of October 1999, for purposes of
purchasing 100% of a Costa Rican corporation Global E-COMM,
S.A. wholly owned and operated by X-Xxxxx.XXX. Inc,, subject
to the terms and conditions of the Agreement, Global E-COMM,
S.A. was acquired by the transfer of the issued and outstanding
shares of the company.
Whereas, as a result of certain issues between the respective
companies, E-VEGAS and VOIP, it was determined that the
transaction should be rescinded, Now therefore, in consideration
of the above recitals and the mutual promises and conditions In
this Agreement. And other good and valuable considerations, the
receipt and sufficiency of which is hereby acknowledged the parties
agrees as follows:
1/ VOIP shall return to E-VEGAS, 100% of the issued and outstanding
shares of common stock of Global E-COMM, SA.
2/ E-VEGAS shall return to VOIP the amount of 10,000,000 common
shares of that company which represented the purchase price and
acquisition costs of Global E-COMM,S.A.
3/ E-VEGAS will provide remuneration to VOIP representing the
operating loss and all funds advanced to Global E-COMM, S.A.
from date of acquisition 2 October 1999.
4/ Authority to Execute: The parties hereby represent that they have
the authority to execute this Agreement.
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5/ Entire Agreement: This Agreement contains the entire Agreement of the
parties relating to the rights granted and the obligations assumed in this
instrument and supersedes any oral or prior written agreements between the
parties. Any oral representations or modifications representing this
agreement shall be of no force or effect unless contained in a subsequent
written modification signed by the party to be charged.
6/ Arbitration: Any controversy or claim arising out of, or relating to,
this agreement or the making, performance, or Interpretation thereof, shall
be submitted to a panel of three (3) arbitrators. The arbitration shall
comply with and be governed by the provisions of the American Arbitration
Association, or such Association as may be mutually agreed to- The panel
of arbitrators shall be composed of two (2) members chosen by each party
and one (1) member chosen by the arbitrators previously selected. The
findings of such arbitrators shall be conclusive and binding on
the parties hereto. The cost of arbitration shall be borne by the
losing party or in such proportions as the arbitrator shall conclusively
decide.
7/ Counterparts: The parties may execute this Agreement in two (2) or more
Counterparts, which shall be deemed an original Instrument as to each party
who has signed it.
8/ Attorneys Fees and Costs. In the event that suit be brought hereon. Or
an attorney be employed or expenses be incurred to compel performance, the
parties agree that the prevailing party therein be entitled to reasonable
attorney's fees.
9/ Governing Law: The formation, construction, and performance of this
agreement shall be construed in accordance with the laws of Nevada.
10/ Notice. Any notice, request demand or other communication required
or permitted hereunder or required by law shall be in writing and shall
be effective on delivery of the same in person to the intended addressee,
or upon deposit of the same with an overnight courier service for
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delivery to the intended addressee at its address shown herein, or upon
deposit of the same in the United States mail, postage prepaid, certified
or registered mail, return receipt requested, sent to the intended
addressee at its address shown herein. The address of any party to
this agreement may be changed by written notice of such address given
in accordance herewith and actually received by the other parties at
least ten (10) days in advance of the date upon which such change of
address shell be effective
IN WITNESS WHEREOF, the parties have entered into
This agreement on the date first above written,
/s/ Xxxxxx Xxxxxxxxx /s/ Xxxxxxxxx Xxxxxxxx
Xxxxxx Xxxxxxxxx, President Xxxxxxxxx Xxxxxxxx, President
X-XXXXX.XXX, INC. VOIP TELECOM, INC.
